<PAGE>
File No. 333-30444
Investment Company Act No. 811-5065
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO
2000-2
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive
office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
<PAGE>
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest
pursuant to Rule 24f-2 promulgated under the Invest-
ment Company Act of 1940, as amended
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT
/X/ Check box if it is proposed that this filing will be-
come effective immediately upon filing on March
21, 2000 pursuant to Rule 487.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
I. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of In- ) Introduction; Amend-
denture ) ment and Termination
) of the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, par- ) Units-Secondary Mar-
tial redemption and similar ) ket; Exchange Option;
matters ) Redemption; Rights of
) Unit Holders-Certifi-
) cates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit
ties under the Indenture ) Holder-Certain Limi-
) tations; Amendment
) and Termination of
) the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust-Reports to Unit
) Holders; The Trust-
) Summary Description
) of the Portfolios
)
(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary De-
units ) scription of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust-
) Special Considera-
) tions
12. Type of securities comprising ) *
periodic payment certificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price;-Profit of
) Sponsor;-Volume Dis-
) count; Expenses and
) Charges
(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price; -Profit of
) Sponsor;-Volume Dis-
) count
(d) Price differentials ) Public Offering of
) Units-Public Offering
) Price
(e) Certain other loads, fees, ) Rights of Unit Hold-
expenses, etc. Payable by ) ers-Certificates
holders )
(f) Certain profits receivable ) Redemption-Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) Redemption
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders-
) Certificates
15. Receipt and handling of payments ) Public Offering of
from purchasers ) Units-Profit of Spon-
) sor
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust-Summary De-
) scription of the
) Portfolio; Sponsor-
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units-Sec-
) ondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts;-Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor-
) Limitation on Liabil-
) ity-Resignation;
) Trustee-Limitation on
) Liability-Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator-Limitation
etc. ) on Liability
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
23. Bonding arrangements ) Included in Form N-
) 8B-2
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering
) of Units-Profit of
) Sponsor
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Di- ) *
rector of Depositor )
32. Compensation of Directors of De- ) *
positor )
33. Compensation of employees of De- ) *
positor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units-Public Distri-
) bution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units-Profit of Spon-
) sor
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units-Volume Dis-
) count; Exchange op-
) tion
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units-Secondary Mar-
) ket; Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 46
V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of cancel- ) *
lation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
52. (a) Method of selecting and ) Introduction Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust-
) Summary Description
) of the Portfolio
) Sponsor-Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; Sponsor-
) Responsibility;
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Finan-
(Instruction 1(c) to Form S-6) ) cial Condition
____________________
* Not applicable, answer negative or not required
<PAGE>
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
MORGAN STANLEY HIGH-TECHNOLOGY
35 INDEX-SM- PORTFOLIO 2000-2
- --------------------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
Trust objective: to provide capital appreciation through an investment for
approximately 1 year in a fixed Portfolio consisting of the 35 common stocks
that comprise the Morgan Stanley High-Technology 35 Index as of March 20, 2000.
The Index was created by Morgan Stanley & Co. Incorporated and is a broad-market
index that exclusively contains stocks of the electronics-based technology
industry.
The value of the Units of the Trust will fluctuate with the value of the
Portfolio of underlying Securities, and dividends may fluctuate or not be paid.
AN INVESTMENT IN THE TRUST IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
------- -------
<S> <C>
Dean Witter Reynolds The Bank of New York
Inc. 101 Barclay Street
2 World Trade Center New York, New York 10286
New York, New York 10048
</TABLE>
- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
PROSPECTUS DATED MARCH 21, 2000
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
AS OF MARCH 20, 2000, THE INITIAL DATE OF DEPOSIT
<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in Trust......... $246,560.82
Number of Units(1).................................................... 24,880
Fractional Undivided Interest in the Trust Represented by Each Unit... 1/24,880
Public Offering Price Per 100 Units:
Value of Securities in the Trust.................................. $ 990.15
Plus Value of Securities for Organization Costs(2)................ 0.85
Total Value of Securities......................................... 991.00
Plus Sales Charge of 2.90% of Public Offering Price(3) (2.926% of
the amount invested in Securities)............................... 29.00
Less Deferred Sales Charge per 100 Units.......................... (20.00)
----------
Public Offering Price per 100 Units(4)............................ $ 1,000.00
==========
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100
Units (based on the value of the underlying Securities, $29.00 less
than the Public Offering Price per 100 Units)(5).................... $ 971.00
==========
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: 4:00 p.m., New York time.
Minimum Purchase: The minimum initial investment is $1,000 ($100 if the initial purchase is through an IRA). The
minimum subsequent investment is $100.
Distributions will be made on the Distribution Dates (October 15, 2000 and on or about June 29, 2001) to holders
of record on the immediately preceeding Record Date (October 1, 2000 and June 22, 2001).
The Mandatory Termination Date of the Trust is June 22, 2001, although the Trust may terminate earlier if the
value of the Trust at any time is less than 40% of the market value of the Securities deposited into the Trust.
If you wish to receive Securities in-kind, you must elect prior to the in-kind Distribution Date of May 24,
2001. During the 20 business day period after that date, the Liquidation Period, the remaining Securities will
be sold and the final distribution made (without interest on these proceeds) within 5 business days after the
proceeds of the last sale are received by the Trust.
</TABLE>
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
- ------------------------
(1)The number of Units will increase as the Sponsor deposits additional
Securities into the Trust. See "Unit Creation--Deposit of Securities" in
Part B.
(2)Unit Holders will bear Organization Costs, which include the cost of
preparation and printing of the Indenture, Registration Statement and other
documents relating to the Trust, Federal and State registration fees and costs,
initial fees of the Trustee, and legal and auditing expenses. At the close of
the initial offering period, Securities will be sold or cash will be used to
reimburse the Sponsor for its advancements towards Organization Costs.
Organization Costs per Unit have been estimated based on a Trust with
$200 million of assets. If the assets of the Trust are less than such amount,
the Organization Costs per Unit are likely to be greater than the estimate
shown.
(3)You will pay a maximum total sales charge of 2.9% of the Public Offering
Price. The sales charge has two components, an Initial Sales Charge and a
Deferred Sales Charge. The Initial Sales Charge is calculated by subtracting the
Deferred Sales Charge of $20.00 per 100 Units from the total sales charge. On
the date of this Summary of Essential Information, the Initial Sales Charge is
$9.00 per 100 Units (0.9% of the Public Offering Price). The amount of the
Initial Sales Charge will change and may be more than $9.00 per 100 Units as the
value of the Securities changes after the Initial Date of Deposit. The Initial
Sales Charge is reduced if you purchase Units with a value of $25,000 or more.
(See "Public Offering of Units--Volume Discount"). You will pay a sales charge
on all of the Securities, including the Securities held to pay Organization
Costs.
To pay the Deferred Sales Charge, the Trustee will sell Trust assets equal
to $2.50 per 100 Units on each Deferred Sales Charge Payment Date (the last
business day of each month, over an 8 month period beginning June 30, 2000). If
you sell, redeem or exchange your Units before the last Deferred Sales Charge
Payment Date, the proceeds payable to you will be reduced by the amount of any
unpaid Deferred Sales Charge. Units that you purchase through the Reinvestment
Program will be subject to the Deferred Sales Charge that remains at the time of
reinvestment (see "Reinvestment Program").
(4)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates.
(5)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates. This price reflects deductions for remaining Deferred Sales
Charge payments ($20.00 per 100 Units initially). In addition, after the initial
offering period, the repurchase and cash redemption prices will be further
reduced to reflect the Trust's estimated brokerage costs of selling Securities
to meet redemptions, currently estimated at $1.25 per 100 Units.
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
FEE TABLE
THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES AND EXPENSES, ASSUMING THE PRINCIPAL AMOUNT AND
DISTRIBUTIONS ARE EXCHANGED EACH YEAR INTO A NEW TRUST SUBJECT ONLY TO THE
DEFERRED SALES CHARGE AND TRUST EXPENSES.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
IN 100
UNIT HOLDER TRANSACTION EXPENSES UNITS
- -------------------------------- -------------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase......................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year................................... 2.00%(a) 20.00
---- -------
Maximum Sales Charge per Year.................................... 2.90% $ 29.00
==== =======
Maximum Sales Charge Imposed Per Year on Reinvested Dividends.... $ 20.00(b)
ORGANIZATION COSTS............................................... 0.085% $ 0.85
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (c)
Trustee's Fee including Estimated Expenses (d)................. 0.100% $ 1.00
Sponsor's Portfolio Supervision Fee (d)........................ 0.025% $ 0.25
Bookkeeping and Administrative Fees............................ -- --
Other Operating Expenses....................................... -- --
---- -------
Total...................................................... 0.125% $ 1.25
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $10,000
investment,
assuming an estimated operating expense ratio and
organization cost
of 0.210% and a 5% annual return on the investment
throughout
the periods................................................ $311 $768 $1,250 $2,579
The Example assumes all dividends and distributions will be reinvested and uses a 5% annual rate of
return as mandated by Securities and Exchange Commission regulations applicable to mutual funds. For
purposes of the Example, the Deferred Sales Charge imposed on reinvestment of dividends is not
reflected until the year following payment of the dividend; the cumulative expenses would be higher if
sales charges on reinvested dividends were reflected in the year of reinvestment. Because the
reductions to the repurchase and cash redemption prices described in footnote 5 on page ii apply only
to the secondary market, these reductions have not been reflected in the figures above. The Example
should not be considered a representation of past or future expenses or annual rate of return; the
actual expenses and rate of return may be more or less than those assumed for purposes of the Example.
</TABLE>
-------------------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge of $20.00 per 100 Units; it will exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
The Deferred Sales Charge is paid at a rate of $2.50 per 100 Units per
month on each of the 8 Deferred Sales Charge Payment Dates, irrespective of
the purchase or redemption price per Unit. If a Holder sells Units before
all of these payments have been made, any unpaid Deferred Sales Charge will
be deducted from the sales proceeds. If the Unit purchase price exceeds
$1000 per 100 Units, the Deferred Sales Charge will be less than 2.00%; if
the Unit purchase price is less than $1000 per 100 Units, the Deferred
Sales Charge will exceed 2.00%.
(b) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which, as described above, may be
more or less than 2.00% of the Public Offering Price at the time of
reinvestment (see "Reinvestment Program").
(c) The estimates do not include the costs borne by Unit Holders of purchasing
and selling Securities.
(d) The fees accrue daily and are payable on each Distribution Date. The
Sponsor estimates that dividends from the Securities (based on the last
dividends actually paid) will not be sufficient to pay the estimated
expenses of the Trust and, consequently, Securities may have to be sold to
pay Trust expenses. See: "Expenses and Charges". In addition to the
Trustee's fee, brokerage costs which the Trust will pay to purchase
Securities are currently estimated at $1.00 per 100 Units.
iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust, Morgan Stanley High-Technology 35 Index Portfolio 2000-2 (the "Trust")--a
unit investment trust composed of publicly-traded common stocks or contracts to
purchase such stocks (the "Securities").
OBJECTIVE: to provide capital appreciation through investment in the 35
common stocks in the Morgan Stanley High-Technology 35 Index ("Tech 35 Index")
as of March 20, 2000. The Trust expects to hold the 35 stocks for about one
year. There is, however, no guarantee that the Trust will achieve its objective.
Income is not an objective of the Trust.
TRUST SECURITIES: COMPOSITION OF THE TECH 35 INDEX--The Tech 35 Index
contains common stock of 35 large technology companies, which generally have
been actively traded. These companies are in the following subsectors of the
technology industry:
- computer and business services
- business software/technical software
- internet and PC software
- electronics/manufacturing services
- networking and telecommunications equipment
- telecommunications
- server and business hardware
- PC hardware and peripherals
- semiconductor capital equipment
- semiconductors
The 35 stocks in the Trust portfolio, on the Initial Date of Deposit, will
be approximately equally dollar weighted.
This index was created by Morgan Stanley & Co. Incorporated ("Morgan
Stanley") in June 1995. Morgan Stanley is an affiliate of the Trust's Sponsor,
Dean Witter Reynolds Inc. Morgan Stanley had no role in the selection of the
Trust's Portfolio. The inclusion of a company in the Tech 35 Index is not, and
should not be viewed by an investor as, a recommendation by Morgan Stanley to
buy, sell, or hold securities of that company. The Securities were selected
irrespective of any buy or sell recommendation by the Sponsor or its affiliates.
The role of Morgan Stanley is further explained under "Additional Information
About the Tech 35 Index" in Part B below.
ELIGIBILITY STANDARDS FOR THE SELECTION OF TECH 35 INDEX STOCKS--To be
included in the Tech 35 Index, a stock must meet the following standards:
- A minimum market capitalization of $75 million.
- Average monthly trading volume of at least one million shares during the
preceding six month period.
- Each component security must be traded on the AMEX or the NYSE, or must
be a National Market security traded through NASDAQ.
These standards may be changed in the future. Companies are included in the
Tech 35 Index if the Index administrator determines that they meet the
eligibility standards and reflect the technology industry as a whole, without
regard to the individual quality of any specific company.
CALCULATION OF TECH 35 INDEX--The Tech 35 Index is calculated using an
"equal dollar-weighting" methodology designed so that each of the component
stocks is represented in approximately "equal" dollar amounts in the Index. In
calculating the initial "equal dollar-weighting" of component stocks, the
American Stock Exchange, (the "AMEX") which calculates and administers the
Index, used closing prices on December 16, 1994 and calculated the number of
shares that would represent an investment of $300,000 in each of the stocks
contained in the Tech 35 Index on that date (to the nearest whole share). The
AMEX is responsible for rebalancing and maintaining the Tech 35 Index. For
example, the AMEX has indicated that it will rebalance the Tech 35 Index if the
top five component securities account for more than one-third of the weight of
the Tech 35 Index.
The value of the Tech 35 Index equals the current market value (based on
U.S. primary market prices) of the assigned number of shares as of March 20,
2000 of each of the stocks in the Tech 35 Index divided by the current Tech 35
v
<PAGE>
Index divisor. The Tech 35 Index divisor was initially calculated to yield a
benchmark value of 100.00 (split adjusted) at the close of trading on
December 16, 1994.
Annually thereafter, following the close of trading on the third Friday of
December, the AMEX has adjusted and, we understand, plans to continue to adjust
the Tech 35 Index portfolio by changing the number of shares of each component
stock so that each company is again represented in "equal" dollar amounts. If
necessary, we understand that the AMEX will adjust the divisor to ensure
continuity of the Index value. The newly adjusted portfolio becomes the basis
for the Tech 35 Index's value on the first trading day following the annual
adjustment.
As described in "The Trust--Additional Information About the Tech 35 Index"
in Part B:
- the AMEX reviews the Tech 35 Index on a quarterly basis and replaces
securities that fail to meet criteria concerning market capitalization,
average monthly trading volume, share price and options eligibility; and
- the AMEX may adjust or change the Tech 35 Index portfolio at various
times during the year.
Since 1995, the Tech 35 Index has undergone 17 stock changes: 9 concerning
1997, 4 concerning 1998, 3 concerning 1999 and 1 concerning 2000.
RISK FACTORS: An investment in Units of the Trust should be made with an
understanding of the following risks associated with the Trust's fixed portfolio
of common stocks:
- The Trust assets will not be managed to take advantage of market
conditions to increase the Trust's net asset value.
- Common stocks will fluctuate in price and the price fluctuations may be
substantial.
- Technology stocks have been particularly volatile.
- Your risk is increased because your capital is concentrated in stocks
from one industry.
There can be no assurance that the Trust's objective of capital appreciation
will be achieved. The Securities, and hence the Units, may be unsuitable for
investors depending on their specific investment objectives and financial
position. Past performance is not a guarantee of future results. The price of,
and income from, the Securities and, therefore, the Units may rise or fall, so
that a Unit Holder's Units, when redeemed or sold, may be worth more or less
than their original cost.
There are risks inherent in an investment in common stocks, including risks
associated with the limited rights of holders of common stock to receive
payments from issuers of such stock. These rights are inferior to those of
creditors and holders of debt obligations or preferred stock. Also, holders of
common stock have the right to receive dividends only when, as and if such
dividends are declared by the issuer's board of directors. Investors should also
be aware that the value of the underlying Securities in the Portfolio may
fluctuate in accordance with changes in the value of common stocks in general.
Equity markets have been at historically high levels and we cannot assure that
these levels will continue.
Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences (both domestic and
international) affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. The value of a Unit may decline and when you sell or redeem your
Unit it may be worth less than what you paid for it. Dividends may fluctuate or
not be paid at any time.
In addition, the Sponsor and its affiliates, through separate trading,
lending, investment banking or other business activities, may adversely impact
the price of the underlying Securities.
TECHNOLOGY INDUSTRY--ADDITIONAL RISKS
The portfolio of the Trust is concentrated in issuers within the technology
industry. A portfolio concentrated in a single industry may present more risk
than a portfolio broadly diversified over several industries. The Trust, and
therefore Unitholders, may be particularly susceptible to a negative impact
resulting from adverse market conditions or other factors affecting technology
issuers because any negative impact on the technology industry will not be
diversified among issuers within other unrelated industries. Accordingly,
vi
<PAGE>
an investment in Units should be made with an understanding of the
characteristics of the technology industry and the risks which such an
investment may entail.
The Trust contains the common stock of companies involved in the
development, design, manufacture and sale of:
- computers,
- computer related equipment,
- computer networks,
- communications systems,
- telecommunications products,
- electronic products, and
- other related products, systems and services.
The market for technology products and services, especially those
specifically related to the Internet, is characterized by:
- rapidly changing technology,
- rapid product obsolescence,
- cyclical market patterns,
- evolving industry standards and
- frequent new product introductions.
The success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected change in
one or more of the technologies affecting an issuer's products or in the market
for products based on a particular technology could have a material adverse
affect on an issuer's operating results. Furthermore, we cannot assure that the
issuers of the Securities will be able to respond in a timely manner to
competition in the rapidly developing marketplace.
The Trust's Securities in the past have experienced, and in the future are
likely to experience, substantial price volatility and speculative trading.
Accordingly, upon redemption of Units or termination of the Trust, a Unitholder
may receive an amount less than the Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the Units.
Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.
ADDITIONAL UNITS: On and after the Initial Date of Deposit, the Sponsor
expects to deposit additional Securities and sell the additional Units created.
These deposits generally will reflect the Portfolio, in terms of stocks and
their proportionate number of shares, as of the Initial Date of Deposit. The
sale of additional Units and the sale of Units in the secondary market may
continue even though the Securities would no longer be chosen for deposit into
the Trust if the selection process were to be made at such later time and even
if a stock is removed from the Tech 35 Index or does not continue to qualify as
a stock that would be included in the Tech 35 Index if the criteria of the Tech
35 Index were applied on such later date. If a stock is added to the Tech 35
Index after the Initial Date of Deposit, it will not be included as a Security
in the Trust. The Securities were selected irrespective of any buy or sell
recommendation by the Sponsor or any affiliate.
As the Sponsor creates Additional Units, all Units may represent more or
less of a particular Security, in terms of percentage of aggregate market value
of the portfolio. In addition, the brokerage fees incurred in purchasing
Securities with deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units before the purchase of Securities with the deposited cash would
have their holdings diluted as a result of any such brokerage fees.
DISTRIBUTION: The Trustee will distribute net income on each Distribution
Date to holders of record on the immediately preceding Record Date as set forth
on page i above. If there is insufficient income, no distribution will be made.
If Securities are sold and the sales proceeds are not used to redeem Units, the
sales proceeds will be distributed to Unit
vii
<PAGE>
holders. Securities may only be sold for limited reasons such as a material
deterioration in the financial condition of an issuer. Upon termination of the
Trust, the Trustee will distribute to each Unit Holder of record its pro rata
share of the Trust's assets, less expenses and less any Deferred Sales Charge
then payable. Unit Holders can elect to reinvest their distributions
automatically in units of a New Series, if offered by the Sponsor. Units
acquired through reinvestment upon termination will be subject only to a
deferred sales charge (see "Administration of the Trust--Termination").
PUBLIC OFFERING PRICE: The Public Offering Price per 100 Units is computed
after receipt of a purchase order on the basis of
- the total value of the underlying Securities and
- cash held by the Trust.
The assets are reduced by Trust expenses and liabilities and then divided by
the number of Units outstanding times 100. A sales charge is then added.
The Income Account is an account maintained by the Trustee of the Trust to
hold the income from the Securities received by the Trust. The amount in the
Income Account divided by the number of Units is also included in the Public
Offering Price. (See "Public Offering of Units--Public Offering Price".) Further
details can be found on pages i and ii above, particularly footnote 3.
Unit Holders acquiring units in any future series through an exchange or
rollover of Units of this series will acquire those Units subject only to the
Deferred Sales Charge. Investors desiring to invest in successive trusts at a
reduced sales charge must elect to do so prior to the termination of their
existing trust.
MARKET FOR UNITS: The Sponsor, although not obligated to do so, intends to
maintain a market for the Units. If this market is not maintained, a Unit Holder
will be able to dispose of his Units through redemption at prices based on the
aggregate value of the underlying Securities. The sale or redemption price will
be based on the then current Unit net asset value including deduction for any
remaining Deferred Sales Charge.
TERMINATION: The Trust will terminate approximately 1 year after the Initial
Date of Deposit regardless of market conditions at that time. The Trust will
then liquidate generally over a 20 business day period. Unit Holders may elect
to receive shares in-kind. Cash held upon this sale of Securities will be held
uninvested in non-interest bearing accounts created by the Indenture until
distributed pro rata to Unit Holders on or about June 29, 2001. The Trustee will
benefit from holding the cash because it can earn interest on it during that
period. During the life of the Trust, Securities will not be sold to take
advantage of market fluctuations.
The amount realized by a Unit Holder upon termination may be less than the
amount paid by the Unit Holder. Sale of Securities in the Trust during the
period before termination and upon termination may be at a lower price than
might otherwise be realized if the sale were not required at that time. (See:
"Administration of the Trust--Distribution".)
Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited circumstances described in
this Prospectus, the proceeds received from the sale of Securities may be less
than could be obtained if the sale had taken place at a different time.
Depending on the volume of Securities sold and the prices of and demand for
Securities at the time of such sale, the sales of Securities from the Trust may
tend to depress the market prices of those Securities and hence the value of the
Units, thus reducing termination proceeds available to Unit Holders. To lessen
potential adverse price consequences of heavy volume trading in the Securities
taking place over a short period of time and to provide an average market price
for the Securities, the Trustee will follow procedures set forth in the
Indenture to sell the Securities in an orderly fashion over a period not to
exceed the Liquidation Period.
The Sponsor can give no assurance, however, that such procedures will lessen
negative price consequences or provide a better price for these Securities.
The Trust may terminate earlier than on the Mandatory Termination Date if
the value of the Trust is less than forty percent of the value of all of the
Securities at the time they are acquired by the Trust.
viii
<PAGE>
PERFORMANCE OF THE TECH 35 INDEX AND THE S&P 500
<TABLE>
<CAPTION>
TECH 35
INDEX S&P 500-REGISTERED TRADEMARK-*
--------------------- ------------------------------
<S> <C> <C>
1995.................................... 50.86% 37.11 %
1996.................................... 21.30% 22.70 %
1997.................................... 16.83% 33.10 %
1998.................................... 95.40% 28.37 %
1999.................................... 110.59% 20.89 %
1/1/2000 - 3/20/2000.................... 17.56% -0.85 %
</TABLE>
* "S&P 500-Registered Trademark-" is a registered trademark of the McGraw-Hill
Companies, Inc. The Trust is not sponsored, managed, sold or promoted by
Standard & Poor's.
These Tech 35 Index returns shown reflect actual past performance of the
Tech 35 Index (but not any trust). They are not guarantees of future performance
and should not be used as a predictor of returns to be expected in connection
with a Trust. The actual returns of a particular Trust or purchase of Units of a
Trust will vary from the performance of the Tech 35 Index because after the
Trust's formation, the stocks in the Index may change, or their amounts may be
adjusted or rebalanced which changes will not be reflected in the composition of
the Trust. The Trust's portfolio is expected to remain the same throughout its
life, both in terms of identity of stocks and proportionate relationship (in
terms of number of shares). In addition, an actual Trust has sales charges,
expenses and commissions. The Tech 35 Index returns represent the change in
value of the Tech 35 Index. The S&P 500 returns are the change in value of the
S&P 500 plus the dividend return for the year using price and dividend data
reported by Standard & Poor's.
ix
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
We have audited the accompanying statement of financial condition, including
the schedule of portfolio securities, of the Morgan Stanley Dean Witter Select
Equity Trust Morgan Stanley High-Technology 35 Index Portfolio 2000-2, as of
March 20, 2000. This financial statement is the responsibility of the Trustee.
Our responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit for the purchase of securities,
as shown in the statement of financial condition as of March 20, 2000, by
correspondence with The Bank of New York, the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of the Morgan
Stanley Dean Witter Select Equity Trust Morgan Stanley High-Technology 35 Index
Portfolio 2000-2 as of March 20, 2000, in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
March 20, 2000
x
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
INITIAL DATE OF DEPOSIT, MARCH 20, 2000
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $246,560.82
----------
Total................................................. $246,560.82
==========
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 4,976.00
Organization Costs (b)................................ 211.48
----------
Subtotal.............................................. 5,187.48
----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. 248,800.96
Less: Gross underwriting commissions (e).............. (7,216.14)
Less: Organization Costs (b).......................... (211.48)
----------
Net amount applicable to investors...................... 241,373.34
----------
Total................................................. $246,560.82
==========
</TABLE>
xi
<PAGE>
- ------------------------
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee based on the closing
sale price as of the Initial Date of Deposit. An irrevocable letter of
credit drawn on Banque Nationale de Paris, New York Branch in the amount of
$300,000.00 has been deposited with the Trustee.
(b) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establishing
the Trust. The Sponsor will be reimbursed for the organization costs at the
close of the initial offering period. Organizational costs per unit have
been estimated based on a Trust with projected total assets of
$200 million. To the extent the assets of the Trust are less than
$200 million, the organization costs may be less, although the per Unit
amount may increase. If the assets of the Trust are more, the organization
costs may be higher, although the per Unit amount may decrease.
(c) Represents the aggregate amount of mandatory distributions of $2.50 per 100
Units per month payable on the last business day of each month from
June 30, 2000 through January 31, 2001. Distributions will be made to an
account maintained by the Trustee from which the Unit Holders' Deferred
Sales Charge obligation to the Sponsor will be satisfied. If Units are
redeemed prior to January 31, 2001, the remaining portion of the obligation
applicable to such Units will be transferred to such account on the
redemption date.
(d) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price".
(e) The maximum aggregate sales charge of 2.90% of the Public Offering Price per
100 Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
xii
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
ON INITIAL DATE OF DEPOSIT, MARCH 20, 2000
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
PORTFOLIO NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)
--- -------------- ------ --------- -------- ----- ------------
<C> <S> <C> <C> <C> <C> <C>
1. 3Com Corporation (2) 100 2.83% 2.78% $68.5625 $ 6,856.25
2. Amazon.com (2) 113 3.20 2.94 64.1875 7,253.19
3. America Online, Inc. (2) 107 3.03 2.90 66.8125 7,148.94
4. Applied Materials, Inc. (2) 75 2.12 2.86 94.0000 7,050.00
5. Automatic Data Processing, Inc. 135 3.82 2.86 52.2500 7,053.75
6. Broadcom Corporation, Class A (2) 33 0.93 2.84 212.3750 7,008.38
7. Cisco Systems, Inc. (2) 53 1.50 2.88 134.1250 7,108.63
8. Compaq Computer Corporation 231 6.54 2.85 30.4375 7,031.06
9. Computer Associates International Inc. 108 3.06 2.86 65.1875 7,040.25
10. Dell Computer Corporation (2) 123 3.48 2.88 57.6875 7,095.56
11. Electronic Arts Inc. (2) 92 2.60 2.91 78.0000 7,176.00
12. Electronic Data Systems Corp. 111 3.14 2.85 63.2500 7,020.75
13. EMC Corporation (2) 54 1.53 2.89 132.0000 7,128.00
14. First Data Corporation 168 4.76 2.85 41.8750 7,035.00
15. Hewlett-Packard Company 49 1.39 2.86 144.0000 7,056.00
16. Intel Corporation 52 1.47 2.85 135.0000 7,020.00
17. International Business Machines 63 1.78 2.88 112.8125 7,107.19
Corporation
18. Intuit Inc. (2) 139 3.94 2.88 51.0000 7,089.00
19. JDS Uniphase Corp. (2) 57 1.61 2.81 121.3750 6,918.38
20. Lucent Technologies, Inc. 106 3.00 2.87 66.7500 7,075.50
21. Micron Technology (2) 52 1.47 2.82 133.6250 6,948.50
22. Microsoft Corporation (2) 73 2.07 2.88 97.3750 7,108.38
23. Motorola, Inc. 46 1.30 2.88 154.2500 7,095.50
24. Nortel Networks Corporation 56 1.59 2.87 126.1875 7,066.50
25. Oracle Systems Corporation (2) 90 2.55 2.85 78,1250 7,031.25
26. Parametric Technology Corporation (2) 276 7.81 2.86 25.5625 7,055.25
27. PeopleSoft, Inc. (2) 300 8.49 2.82 23.1875 6,956.25
28. Seagate Technology, Inc. (2) 106 3.00 2.83 65.9375 6,989.38
29. STMicroelectronics (2) 37 1.05 2.87 191.1875 7,073.94
30. Solectron Corporation (2) 162 4.59 2.89 44.0000 7,128.00
31. Sun Microsystems, Inc. (2) 75 2.12 2.82 92.6250 6,946.88
32. Tellabs Inc. (2) 112 3.17 2.74 60.2500 6,748.00
33. Texas Instruments Incorporated 42 1.19 2.85 167.1250 7,019.25
34. Xilinx, Inc. (2) 94 2.66 2.80 73.3750 6,897.25
35. Yahoo! Inc. (2) 42 1.19 2.93 172.0156 7,224.66
----- -----------
3,532 $246,560.82
===== ===========
</TABLE>
- --------------------------
(1) All Securities are represented entirely by contracts to purchase entered
into on March 20, 2000. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the exchange where the Security is
listed, or on the last sale price if not listed, at the Evaluation Time on
March 20, 2000. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $246,822.73. The Sponsor had a loss on
the Initial Date of Deposit of $261.91.
(2) These securities currently do not pay a dividend.
- --------------------------
Please note that if this prospectus is used as a preliminary prospectus for
a future trust in this Series, the Portfolio may contain different stocks
from those described above.
xiii
<PAGE>
CONFLICTS OF INTEREST
The Sponsor and its affiliates may perform or seek to perform investment
banking services for, and may have acted as an underwriter, manager or
co-manager of a public offering of the securities of the above issuers during
the last three years and may do so from time to time throughout the life of the
Trust. The Sponsor or affiliates may serve as specialists in one or more of the
Securities in this Trust on one or more stock exchanges, or markets, may make
markets in or may have a long or short position in or effect transactions in any
of these stocks or in options or other instruments related to one or more of the
Securities, and may be on the opposite side of public orders executed on the
floor of an exchange where the Securities are listed. An officer, director or
employee of the Sponsor or affiliates may be an officer or director of one or
more of the issuers of the Securities in the Trust. The Sponsor or affiliates
may trade for their own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the Securities or options or other
instruments related to one or more of the Securities. The Sponsor, its
affiliates, directors, elected officers, employees and employee benefits
programs may have either a long or short position in any Security or related
option or other instrument. In addition, one of the Sponsor's affiliates acts as
consultant to the AMEX in connection with the calculation of the Tech 35 Index.
The Sponsor or any of its affiliates may issue or sponsor other trusts or
instruments based on or related to the Tech 35 Index at any time during the life
of the Trust which activity, including any related hedging activity, could
adversely affect, among other things, the value of the Units and price of the
Securities.
xiv
<PAGE>
THE 35 STOCKS OF THE MORGAN STANLEY
HIGH-TECHNOLOGY 35 INDEX PORTFOLIO--(As of March 20, 2000)
<TABLE>
<S> <C>
3COM CORPORATION...................... Provides networking solutions that include switches, hubs,
remote access systems, routers, network management software,
network interface cards, modems and organizers.
AMAZON.COM............................ Operates as an on-line retailer of books and other products
on the Internet.
AMERICA ONLINE, INC................... Provides interactive communications and services through its
"America Online" and "CompuServe" worldwide Internet online
services.
APPLIED MATERIALS, INC................ Develops, manufactures, markets and services semiconductor
wafer fabrication equipment and related spare parts for the
worldwide semiconductor industry.
AUTOMATIC DATA PROCESSING, INC........ Provides computerized transaction processing, data
communications, software, and information services including
securities transaction processing and investor
communications services.
BROADCOM CORPORATION.................. Develops highly integrated silicon solutions that enable
broadband digital data transmission for home and commercial
use.
CISCO SYSTEMS, INC.................... Supplies data networking products including routers, LAN
switches, frame relay/ATM, and remote access concentrators.
COMPAQ COMPUTER CORPORATION........... Develops and markets hardware, software, solutions, and
services. The company offers enterprise computing solutions,
fault-tolerant business-critical solutions, networking
products, commercial desktop and portable products, and
consumer PCs.
COMPUTER ASSOCIATES INTERNATIONAL, Designs, develops, markets, licenses and supports
INC.................................. standardized computer software products for a variety of
desktop, midrange and mainframe computers. Computer
Associates offers over 500 enterprise systems management,
information management and business applications solutions
to a variety of organizations.
DELL COMPUTER CORPORATION............. Designs, develops, manufactures, markets, services and
supports a variety of computer systems, including desktops,
notebooks and network servers.
ELECTRONIC ARTS, INC.................. Develops, publishes and distributes software worldwide for
personal computers and advanced entertainment systems such
as "PlayStation".
ELECTRONIC DATA SYSTEMS CORPORATION... Offers systems and technology services, business process
management, management consulting and electronic business.
EMC CORPORATION....................... Designs, manufactures, markets and supports products that
store, retrieve, manage, protect, and share information from
all major computing environments, including "UNIX", "Windows
NT", and mainframe platforms.
</TABLE>
xv
<PAGE>
<TABLE>
<S> <C>
FIRST DATA CORPORATION................ Provides payment systems, electronic commerce, and
information management services. The company's products and
services process the information that allows customers to
pay for goods and services with credit and debit cards,
checks or wire money at point of sale or over the Internet.
HEWLETT-PACKARD COMPANY............... Designs, manufactures, and services products and systems for
measurement, computation, and communications. The company's
products include computers, calculators, workstations,
printers, disk and tape drives, and medical diagnostic and
monitoring devices.
INTEL CORPORATION..................... Manufactures and sells computer components and related
products including conferencing products, microprocessors,
flash memory products, graphics products, embedded
processors and microcontrollers, network and communications
products, and digital imaging products.
INTERNATIONAL BUSINESS MACHINES Develops, manufactures and sells information processing
CORPORATION.......................... products including computers and microelectronic technology,
software, networking systems and information
technology-related services.
INTUIT, INC........................... Develops and markets software products and related services.
The company provides software units that allow households
and small businesses to automate financial tasks, including
accounting and personal finances.
JDS UNIPHASE CORP..................... Designs, develops, produces and sells fiber optics
telecommunications equipment products. The company also has
operations in laser subsystems and laser-based semiconductor
wafer defect examination and analysis equipment.
LUCENT TECHNOLOGIES, INC.............. Designs, develops, and manufactures communications systems,
software, and products with its research and development
arm, Bell Laboratories.
MICRON TECHNOLOGY..................... Designs, develops and sells semiconductor memory products,
personal computer systems and network servers.
MICROSOFT CORPORATION................. Develops, manufactures, licenses and supports computer
software products. The company offers "Microsoft MS-DOS" and
"Microsoft Windows" operating systems.
MOTOROLA, INC......................... Provides wireless communications, semiconductors, advanced
electronic systems, components and services. The company's
equipment businesses include cellular telephone, two-way
radio, paging and data communications, personal
communications, automotive, defense, and space electronics
and computers.
NORTEL NETWORKS CORPORATION........... Provides communications solutions, and also provides
products and services to the telecommunications and cable
television industries, businesses, universities and others
worldwide.
ORACLE SYSTEMS CORPORATION............ Supplies software for information management. The company
offers its database, tools and applications products, along
with related consulting, education and support services in
more than 140 countries around the world.
</TABLE>
xvi
<PAGE>
<TABLE>
<S> <C>
PARAMETRIC TECHNOLOGY CORPORATION..... Supplies software based tools used to automate the
mechanical development of a product from its conceptual
design through production and are used in more than 21,000
companies worldwide.
PEOPLESOFT, INC....................... Designs, develops, markets and supports client/server
application software products for use throughout large and
medium-sized organizations. The company's software is
developed using "People Tools", an application development
toolset.
SEAGATE TECHNOLOGY, INC............... Designs, manufactures and markets products for storage,
retrieval and management of data on computer and data
communications systems. The company's products include disk
drives and disk drive components, tape drives and software.
SOLECTRON CORPORATION................. Provides integrated solutions that span the entire product
life cycle for electronics equipment manufacturers located
worldwide, such as pre-production planning and design,
manufacturing, distribution, and end-of-life product service
and support.
STMICROELECTRONICS N.V................ Designs, develops, manufactures and markets semiconductor
integrated circuits and discrete devices used in the
telecommunications, consumer, automotive, computer and
industrial sectors.
SUN MICROSYSTEMS, INC................. Products include desktop systems, servers, storage
subsystems, network switches, software, microprocessing, and
a full range of services and support.
TELLABS, INC.......................... Designs, manufactures, markets, and services voice, data and
video transport and network asset systems used worldwide by
public telephone companies, long-distance carriers,
alternate service providers, cellular service providers,
cable operators, government agencies, utilities and business
end-users.
TEXAS INSTRUMENTS, INC................ Provides semiconductor products worldwide, and designs and
supplies digital signal processing solutions as well as
calculators, controls and sensors, and digital light
processing technologies.
XILINX, INC........................... Designs, develops and markets complete programmable logic
solutions. The company's solutions include advanced
integrated circuits, software design tools, predefined
system functions delivered as cores of logic, and field
engineering support.
YAHOO! INC............................ Offers a network of branded Web programming that serves
users on a daily basis. The company provides targeted
Internet resources and communications services for a broad
range of audiences, based on demographic, key-subject, and
geographic interests.
</TABLE>
xvii
<PAGE>
PROSPECTUS PART B
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
Dean Witter Reynolds Inc. (the "Sponsor") and The Bank of New York (the
"Trustee") signed a Trust Indenture and Agreement and a related Reference Trust
Agreement that created this series of the Morgan Stanley Dean Witter Select
Equity Trust under the laws of the State of New York. Dean Witter Reynolds Inc.
is a principal operating subsidiary of Morgan Stanley Dean Witter & Co., a
publicly-held corporation.
THE TRUST
OBJECTIVE AND SECURITIES SELECTION
The objective of the Trust is to offer capital appreciation through an
investment for approximately one year in a fixed portfolio of publicly-traded
common stock. Income is not an objective.
The Trust's Securities* were chosen in the manner described in the "Summary
of Essential Information" in Part A. There is, of course, no guarantee that the
Trust will achieve its objective.
SUMMARY DESCRIPTION OF THE PORTFOLIO
The Trust consists of
(1) the Securities* listed under "Schedule of Portfolio Securities" as
may continue to be held in the Trust;
(2) any additional Securities and contributed cash that the Trust
acquires and holds pursuant to the provisions of the Indenture;
(3) undistributed income; and
(4) undistributed cash realized from the disposition of Securities. See:
"Administration of the Trust".
Because the Trust may sell certain Securities or reduce their percentage
under certain circumstances, and may acquire additional Securities from time to
time, the Trust is not expected to retain for any length of time its present
size and exact composition. See: "Unit Creation--Deposit of Securities" and
"Administration of the Trust--Portfolio Supervision".
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to increase the Trust's net asset value. Further, the
Trust may dispose of its Securities only under limited circumstances. See:
"Administration of the Trust--Portfolio Supervision".
The Trust contains an unmanaged, fixed portfolio of common stocks. The
identity and proportionate relationship of the Trust's Securities (in terms of
number of shares) are not expected to change over the Trust's life. The Tech 35
Index, however, may change during that time, either as a result of the annual or
quarterly reviews or due to changes, adjustments and rebalancings from time to
time. After the date of this prospectus, therefore, the Portfolio of the Trust
may not exactly represent the Tech 35 Index because of changes, adjustments and
rebalancings to the Tech 35 Index after the Trust's formation. A change in the
Tech 35 Index will not cause the removal of Securities from or addition of new
securities to the Trust's fixed Portfolio nor cause any adjustments or
rebalancings
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* The term "Securities" includes the initially deposited common stock and any
additional common stock or contracts to purchase additional common stock
acquired by the Trust pursuant to the Indenture and Agreement.
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to the proportionate relationship of the Trust's Securities. After March 20,
2000, any of the Securities may no longer be included in the Tech 35 Index, and
therefore, would not have qualified for inclusion in the Trust, if the selection
process was being made at that time. Nevertheless, these events would not cause
the removal of these Securities from the Trust's portfolio.
There is no assurance that the Trust will declare or pay any distributions
in the future.
RISK FACTORS
If you invest in Units of the Trust, you should understand the risks of an
investment in publicly-traded common stock. These risks include the risk that
the value of the Portfolio and hence of the Units will decline with decreases in
the market value of the Securities. See the risks described in the "Summary of
Essential Information" in Part A of the Prospectus, as well as those set forth
below.
There is no assurance that the objective of the Trust will be met because
the Securities may rise or fall in value and pay dividends depending on the full
range of economic and market influences affecting:
- corporate profitability,
- the financial condition of issuers,
- the prices of equity securities in general, and
- the stocks that this Trust buys in particular.
The actual return of an investment in the Trust will vary from the
performance of the Tech 35 Index because the portfolio of the Trust is fixed,
while the stocks in the Tech 35 Index may change, and Units of the Trust are
subject to a sales charge and Trust expenses.
Fluctuating Security Value
The value of the underlying Securities, and therefore the value of Units,
will fluctuate and can decline, depending upon the full range of economic and
market influences which may affect the market value of the Securities. Certain
risks are inherent in an investment in equity securities, including (1) the risk
that the financial condition of one or more of the issuers of the Securities may
worsen; or (2) the general condition of the common stock market may weaken. In
such case, the value of the Portfolio Securities and hence the value of Units
may decline.
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:
- expectations regarding domestic and foreign economic, monetary and fiscal
policies;
- inflation and interest rates;
- currency exchange rates, economic expansion or contraction; and
- global or regional political, economic or banking conditions.
The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue. The Trust holds
stocks whose prices may rise and fall more than the prices of other stocks do.
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We can give no assurance that the Trust will effectively achieve its
objective over its one-year life. We can likewise give no assurance that future
portfolios selected using the same methodology as the Trust during consecutive
one-year periods will meet their objectives. The Trust is not designed to be a
complete equity investment program.
Payment Risks
There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that the rights of holders of common and
preferred stocks to receive payments from the issuers of those stocks are
generally inferior to those of creditors of, or holders of debt obligations
issued by, those issuers. Furthermore, the rights of holders of common stocks
are inferior to the rights of holders of preferred stocks. Holders of common
stocks of the type held in the Portfolio have a right to receive dividends only
when, as and if, and in the amounts, declared by the issuer's board of
directors. Holders of common stocks such as those in the Portfolio also have a
right to participate in amounts available for distribution by the issuer only
after all other claims on the issuer have been paid or provided for.
By contrast, holders of preferred stocks have the right to receive dividends
at a fixed rate when and as declared by the issuer's board of directors. This
rate is normally on a cumulative basis. Holders of preferred stocks do not
ordinarily participate in other amounts available for distribution by the
issuing corporation. Issuing corporations must pay cumulative preferred stock
dividends before common stock dividends.
Any cumulative preferred stock dividend omitted is added to future dividends
payable to the holders of that cumulative preferred stock. Preferred stocks also
have rights on liquidation which are senior to those of common stocks. For these
reasons, preferred stocks entail less risk than common stocks. However, neither
preferred nor common stocks represent an obligation or liability of the issuer.
Therefore, they do not offer any assurance of income or provide the degree of
protection of capital of debt securities.
The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (1) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity. Common stocks also differ from preferred
stocks which typically have a liquidation preference and which may have stated
optional or mandatory redemption provisions. Additionally, market timing and
volume trading will also affect the underlying value of Securities, including
the Sponsor's buying of additional Securities and the Trust's selling of
Securities during the Liquidation Period.
The value of the Securities in the Portfolio thus may fluctuate over the
entire life of the Trust to values higher or lower than those on the Initial
Date of Deposit. The Sponsor may direct the Trustee to dispose of Securities
under certain specified circumstances (See "Administration of the
Trust--Portfolio Supervision"). However, the Trustee will not dispose of
Securities solely as a result of normal fluctuations in market value.
Possible Lack of Market
Whether or not investors trade the Securities on a national stock market,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities.
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We can give no assurance that (1) dealers will make a market for any of the
Securities, that (2) any market for the Securities will continue or that
(3) the Securities in any markets made will be liquid. In addition, the Trust
may be restricted under the Investment Company Act of 1940 from selling
Securities to the Sponsor and its affiliates. The price at which the Securities
may be sold in connection with redemptions and the value of the Trust will be
adversely affected if trading markets for the Securities are limited or absent.
Deferred Sales Charge
On each Deferred Sales Charge Payment Date, the Trust will sell Securities
pro rata in an amount equal to $2.50 per 100 Units to pay the Deferred Sales
Charge. The Trust will distribute the proceeds of the sale to the Sponsor. As
the Trust sells Securities to pay the Deferred Sales Charge, the Trust's assets
will be reduced and income per Unit may be reduced.
Reimbursement Costs
The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. In that event, the
net asset value per Unit will be reduced by the amount of additional Securities
sold.
TECHNOLOGY STOCKS
The Trust is concentrated in stocks of issuers that manufacture or provide
services related to
- semiconductors,
- electronic components,
- software,
- integrated systems,
- the internet, and
- other related products and technological media.
These kinds of companies tend to develop rapidly and tend to be highly
competitive, both domestically and internationally. The common stocks of these
companies tend to be relatively volatile as compared to other types of
investments. Some of these companies may be smaller and less seasoned companies
with
- limited product lines, markets, or financial resources, and
- limited management or marketing personnel.
These companies require a high degree of investment to maintain
competitiveness. A variety of events and factors may affect these companies,
such as
- worldwide scientific and technological developments, which may make their
products or services outdated,
- governmental regulation and judicial decisions,
- increases in costs of materials and labor,
- changes in product distribution channels, and
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- the need to manage inventory levels in line with customer demand for
products.
Other risk factors include
- short product life cycles,
- aggressive pricing and reduced profit margins,
- dramatic and often unpredictable changes in growth rates,
- frequent new product introduction,
- the need to enhance existing products,
- intense competition from large established companies, and
- potential competition from small start up companies.
These companies also depend to a substantial degree upon skilled
professional and technical personnel. Companies in the industry compete to a
considerable degree for the services of qualified personnel.
The market for certain technology products and services may have only
recently begun to develop. This market is rapidly evolving and features an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered shares of stock to the
public. These technology companies are in the early stage of development. They
have a limited operating history on which you can analyze future operating
results. Following an initial public offering, the price of a company's common
stock may rise and fall a great deal.
Some technology companies that issue stock can purchase some key components
of certain products that they manufacture only from single sources. We can give
no assurance that, in the future, suppliers will be able to meet the demand for
components in a timely and cost effective manner.
Accordingly, an issuer's operating profits and customer relationships could
suffer from either (1) an increase in price for, or (2) an interruption or
reduction in supply of, any key components. Additionally, many technology
companies that issue stock have a highly concentrated customer base. Such a base
often consists of a limited number of large customers. These customers may
require that the technology company products comply with rigorous and constantly
developing industry standards. If the technology company products do not comply
with such standards, the technology companies may lose a significant portion of
sales. Because many products and technologies are incorporated into other
related products, certain companies highly depend on the performance of other
computer, electronics and communications companies.
We can give no assurance that (1) these customers will place additional
orders, or that (2) a technology company that issues Securities will obtain
orders of similar magnitude as past orders from other customers. Similarly, the
success of certain companies is tied to a relatively small concentration of
products or technologies with intense competition between companies.
Accordingly, technology companies that issue Securities could suffer materially
and adversely from a decline in demand for such products, technologies or from
such customers.
Additional Information about the Tech 35 Index
Subject to the maintenance criteria discussed below, the number of shares of
each component stock in the Tech 35 Index will remain fixed between annual
reviews of the Index. Upon certain types of corporate actions by technology
companies, the number of shares of each component stock in the Tech 35 Index may
change. These actions include:
- the payment of a dividend, other than an ordinary cash dividend,
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- stock distributions,
- stock splits,
- reverse stock splits,
- rights offerings,
- distributions,
- reorganizations,
- recapitalizations, or
- similar events with respect to a Tech 35 Index component stock.
If a technology company that is in the Index merges or consolidates, if the
stock remains in the Tech 35 Index, the number of shares of that stock will be
changed, if necessary, to the nearest whole share, to maintain the component's
relative weight in the Tech 35 Index at the level immediately before the
corporate action listed above. In the event that a stock is replaced, the
average dollar value of the remaining stock in the Tech 35 Index will be
calculated. That amount will be invested in replacement stock, rounded to the
nearest whole share. In all cases, the divisor will be adjusted, if necessary,
to ensure Tech 35 Index continuity.
Maintenance of the Tech 35 Index
The AMEX will calculate and maintain the Tech 35 Index in consultation with
Morgan Stanley. Morgan Stanley may, from time to time, suggest changes in
- the technology industry categories represented in the Tech 35 Index or
- the number of component stocks in an industry category.
These changes would reflect the changing conditions in the technology
sector. In addition to the annual rebalancings of the Tech 35 Index discussed
above, the AMEX will maintain the Tech 35 Index so that if any time between
annual rebalancings the top five component securities, by weight, account for
more than one-third of the weight of the Tech 35 Index, the AMEX will rebalance
the Tech 35 Index after the close of trading on the third Friday of March, June
and September.
The AMEX will also review the Tech 35 Index stocks on a quarterly basis. The
AMEX will replace component stocks that fail to meet the following maintenance
criteria:
- a minimum market capitalization of $75 million. Market capitalization is
calculated by multiplying the market price of each share of stock by the
number of shares the company has issued;
- average monthly trading volume in the component stock of at least 500,000
shares during the preceding six month period;
- a share price greater than $5.00 for a majority of the trading days during
the preceding three month period; and
- at least 90% of the Tech 35 Index components, by weight, must satisfy
certain options eligibility requirements.
In addition, the AMEX expects to maintain the Tech 35 Index with 35
component stocks. However, if the AMEX determines to increase the number of
components in the Tech 35 Index to more than 46 or decrease the number of
components to less than 24, the AMEX must obtain prior approval from the
Securities and Exchange Commission.
Investors should note that the Securities in the Trust portfolio are fixed.
No party will rebalance them even if the Tech 35 Index is rebalanced. Changes in
the Tech 35 Index will not result in changes in the Trust portfolio.
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Morgan Stanley does not sponsor, endorse, sell or promote the Trust. The
Sponsor, however, is an affiliate of Morgan Stanley. None of the Sponsor or
Morgan Stanley or any of their affiliates makes any express or implied
representation or warranty to (1) the Unit Holders or (2) any member of the
public regarding
- the advisability of investing in trusts generally or in the Trust
particularly or
- the ability of the Tech 35 Index to track general stock market
performance.
The AMEX calculates and maintains the Index without regard to the Sponsor or the
Trust. The Sponsor has licensed the Tech 35 Index for use. The AMEX has no
obligation to take the needs of the Sponsor or Unit Holders into consideration
in determining, composing or calculating the Tech 35 Index. None of Morgan
Stanley or the AMEX is responsible for, or has participated in, the
determination of
- the timing of the creation of the Trust, or,
- prices of, or quantities of Units of the Trust to be issued.
Likewise, none of Morgan Stanley or the AMEX has participated in the
determination or calculation of the equation by which investors may redeem Units
of this Trust for cash. None of Morgan Stanley or the AMEX has any obligation or
liability to Unit Holders in connection with the (1) administration,
(2) marketing or (3) trading of the Trust.
Morgan Stanley and the AMEX shall obtain information for use in the
calculation of the Tech 35 Index from sources which they consider reliable.
However, none of Morgan Stanley or the AMEX or any other party guarantees the
accuracy and/or the completeness or (1) the Tech 35 Index or (2) any data in the
Tech 35 Index. None of Morgan Stanley or the AMEX or any other party makes any
express or implied warranty as to results that
- the Trust may obtain, or,
- any other person or entity may obtain from the use of the Tech 35 Index.
None of Morgan Stanley or the AMEX or any other party makes any express or
implied warranties. Morgan Stanley and the AMEX expressly disclaim all
warranties of merchantability or fitness for a particular purpose with respect
to the Tech 35 Index or any data included in the Tech 35 Index. Morgan Stanley,
the AMEX and their affiliates shall never have any liability for any of the
following types of damages, even if they are notified of the possibility of such
damages:
- direct damages,
- indirect damages,
- special damages,
- punitive damages,
- consequential damages, or
- any other damages, including your profits.
UNIT CREATION--DEPOSIT OF SECURITIES
On the date that the Trust was created, the Sponsor deposited with the
Trustee certain Securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or
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a letter of credit and instruct the Trustee to purchase Securities. The Sponsor
created the Trust simultaneously with the deposit of the Securities with the
Trustee and the execution of the Indenture and the Reference Trust Agreement.
The Trustee then immediately recorded the Sponsor as owner of the Units
comprising the entire ownership of the Trust.
Through this Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders") will have the right to have their Units redeemed at a price
based on the market value of the Securities if they cannot be sold in the
secondary market which the Sponsor, although not obligated to, proposes to
maintain. A secondary market for Units is a market where Units are bought and
sold after their original issue. In addition, the Sponsor may offer for sale,
through this Prospectus, Units which the Sponsor may have repurchased in the
secondary market or upon the tender by a Unit Holder of Units for redemption.
The Trustee has not participated in the selection of Securities for the Trust.
Neither the Sponsor nor the Trustee nor any of their affiliates will be liable
in any way for any default, failure or defect in any Securities.
With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities". The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Administration of the
Trust--Portfolio Supervision". Under the Indenture and Agreement, the Sponsor
can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit or cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units ("Additional Units"). Any such additional deposits made in the
90 day period following the creation of the Trust will consist of Securities of
the same issuers as those already in the Trust. These deposits will be in
amounts which maintain, to the extent practicable, the original proportionate
relationship between the number of shares of each Security and any cash in the
Portfolio. It may not be possible to maintain the exact original proportionate
relationship because of price changes or other reasons. This prospectus may be
used to continuously offer additional Units for sale to the public.
Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, Units, including previously issued Units, may represent more
or less of that Security and more or less of other Securities in the Portfolio
of the Trust. This is because the price of a Security fluctuates between the
time the cash is deposited and the time the cash is used to purchase the
Security.
The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest-bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:
- any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and
- any interest not used to pay Trust expenses.
The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These acquisitions may tend to raise
the market prices of these Securities. To minimize the risk of price
fluctuations when purchasing Securities, the Trust may purchase Securities at
the closing price as of the Evaluation Time. To do so, the Trust may enter into
trades with unaffiliated broker/dealers for the purchase of large quantities of
shares. These trades will be entered into at an increased commission cost which
the Trust will bear. See "Summary of Essential Information". The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities because it does not know the actual volume of Securities
to be purchased and the supply and price of these Securities.
After the 90 day period following the Initial Date of Deposit any deposit of
additional Securities and cash must replicate the portfolio exactly as it was
immediately before that deposit.
This prospectus may be used continuously to offer additional Units for sale
to the public. Units will be sold by the Sponsor to investors at the Public
Offering Price next computed after receipt of the investor's order to purchase
Units, if Units are available to fill
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orders on the day that that price is set. If Units are not available or are
insufficient to fill the order, the Sponsor will reject the investor's order.
The number of Units available may be insufficient to meet demand. This may be
because of the Sponsor's inability to or decision not to purchase and deposit
underlying Securities in amounts sufficient to maintain the proportionate
numbers of shares of each Security as required to create Additional Units. The
Sponsor may, if unable to accept orders on any given day, offer to execute the
order as soon as sufficient Units can be created. You will be deemed to have
placed a new order for that number of Units each day until that order is
accepted. The Sponsor will execute your order, when Units are available, at the
Public Offering Price next calculated after the Sponsor accepts your continuing
order. You will, of course, be able to revoke your purchase offer at any time
before acceptance by the Sponsor. The Sponsor will execute orders to purchase in
the order it determines that they are received. However, the Sponsor will accept
indications of interest before the effectiveness of the registration of the
offering of Trust Units which become orders upon effectiveness according to the
order in which the Sponsor receives the indications of interest.
On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information". Afterwards, if you redeem any Units, the
amount of Securities in the Trust will decline, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the Securities in the
Trust will increase by amounts allocable to such Additional Units and the
fractional undivided interest in the Trust will fall. Units will remain
outstanding until you or any Unit Holder, including the Sponsor, redeem them
upon tender to the Trustee, or until the termination of the Trust on the terms
specified in the Indenture and Agreement. Only the Trustee can redeem Units. You
can tender your Units to the Trustee for redemption, sell them to the Sponsor if
the Sponsor is willing to buy the Units or hold them until the Trust terminates.
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal income
tax purposes. Income received by the Trust will be treated as income of the Unit
Holders in the manner set forth below.
Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. The total tax cost of each Unit
purchased solely for cash will equal the cost of Units, including the Initial
Sales Charge. A Unit Holder should determine the tax cost for each asset
represented by the Unit Holder's Units purchased solely for cash by allocating
the total cost for such Units, including the Initial Sales Charge, among the
assets in the Trust represented by the Units in proportion to the relative fair
market values thereof on the date the Unit Holder purchases such Units.
The proceeds actually received by a Unit Holder upon termination of the
Trust or redemption of Units will be reduced by the Deferred Sales Charge and
the charge for organizational expenses. The relevant tax reporting forms sent to
a Unit Holder will also reflect the actual amounts paid to him, which will be
reduced by the Deferred Sales Charge and the charge for organizational expenses.
Accordingly, you should not increase the total cost for your Units by the amount
of the Deferred Sales Charge and the charge for organizational expenses.
You, as a Unit Holder, will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
these dividends including the portion of the dividend used to pay ongoing
expenses. In the case of a corporate Unit Holder, these dividends will qualify
for the 70% dividends received deduction for corporations to the same extent as
if the corporate Unit Holder held the dividend paying stock directly. An
individual Unit Holder who itemizes deductions will be
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entitled to an itemized deduction for his pro rata share of fees and expenses
paid by the Trust as if he paid these fees and expenses directly. You are
entitled to this deduction only to the extent that this amount together with
your other miscellaneous deductions exceeds 2% of your adjusted gross income. A
corporate Unit Holder will not be subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in-kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for these Securities will be equal to
your basis for the same Securities, previously represented by your Units, before
this distribution. The holding period for these Securities will include the
period during which you held the Units. You will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when you
dispose of these Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation. These tax laws will treat the
income of the Trust as the income of the Unit Holders.
In connection with the In-Kind Rollover Option set forth under
"Termination-In-Kind Rollover Option", you will not be taxed upon the receipt
in-kind from the Terminating Trust and the deposit in the New Trust of the
Duplicated Stocks. Your basis in these Duplicated Stocks will be your basis in
these Duplicated Stocks prior to the distribution from the Terminating Trust.
The holding period of these Duplicated Stocks will include the period during
which you held the Units. To the extent the Agent sells Securities received
in-kind on your behalf, you will have a taxable gain or loss, which will be a
capital gain or loss except in the case of a dealer. Your basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent.
If the proceeds that the Distribution Agent or the Trustee receives upon the
sale of an underlying Security exceed your adjusted tax cost allocable to the
Security disposed of, you will realize a taxable gain to the extent of that
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of that difference. However, if the Trustee reinvests
proceeds in a New Series in connection with an exchange or non In-Kind Rollover,
the Internal Revenue Service may not allow that loss for the underlying
securities in each trust which are substantially identical or if the purchase of
units of the New Series takes place less than thirty-one days after the sale of
the underlying Security.
Under the Federal Tax Code, capital gain of individuals, estates and trusts
from Securities held for more than one year is subject to a maximum nominal tax
rate of 20%. That capital gain may, however, result in a disallowance of
itemized deductions and/ or affect a personal exemption phase-out. The maximum
lower capital gain rate of 20% will be unavailable to you for those Securities
which you have held for less than a year and a day at the time of sale. This
includes sales occasioned by mandatory or early termination of the Trust or the
exchange or rollover of Units.
You should consult your tax advisor about how the above general information
applies to your own situation.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. If you are contemplating establishing a qualified retirement plan or IRA
or investing funds of such a plan or IRA in Trust Units, you should consult your
tax advisor about the tax consequences of any action.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from:
- the Sponsor
- other brokerage firms
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- other financial institutions
Fees and charges with respect to such plans and IRAs are not uniform and may
vary from time to time as well as from institution to institution.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day by
the following formula: the aggregate market value of the Portfolio Securities
and other Trust assets, as determined by the Trustee, next computed after
receipt of a purchase order is reduced by Trust liabilities and then divided by
the number of Units outstanding. The Units outstanding may be split to create
greater or fewer units (a reverse split). The sales charge shown in "Summary of
Essential Information" is added to the net asset value per Unit. The Sponsor
will add to the Public Offering Price commissions and any other transactional
costs, if any, in connection with the deposit of additional Securities or
contracts to purchase additional Securities for the creation of Additional
Units.
After the Initial Date of Deposit, the Sponsor will add to the Public
Offering Price a proportionate share of cash amounts in the Income Account and
Principal Account and amounts receivable in respect of stocks trading
ex-dividend, other than money required to be distributed to Unit Holders on a
Distribution Date and money required to redeem tendered Units.
The Income Account is an account maintained by the Trustee of the Trust to
hold the income from the Securities received by the Trust. In the event a stock
is trading ex-dividend at the time of deposit of additional Securities, the
Sponsor will add to the Public Offering Price an amount equal to the dividend
that would be received if such stock were to receive a dividend. The Public
Offering Price per Unit is calculated to five decimal places and rounded up or
down to three decimal places. The Public Offering Price on any particular date
will vary from the Public Offering Price on the Initial Date of Deposit, set
forth in the "Summary of Essential Information", in accordance with:
- fluctuations in the aggregate market value of the Securities
- the amount of available cash on hand in the Trust
- the amount of Trust fees and expenses.
A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the organization costs
incurred in establishing the Trust. The Sponsor will receive the estimated
organization costs as of the close of the initial offering period. See "Expenses
and Charges -- Organization Costs."
As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on closing prices on the day it
makes the valuation as described under "Redemption--Computation of Redemption
Price". If there are no reported prices, the Trustee takes into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected after the last preceding
determination.
SALES CHARGE
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 100 Units from the total sales charge. The Initial Sales Charge that
a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $20.00 per 100 Units but will decline each month by one
eighth. The Deferred Sales Charge will be paid through monthly payments of $2.50
per 100 Units per month commencing on the first Deferred Sales Charge Payment
Date shown on the Summary of Essential Information. The Deferred Sales Charge
will be paid with money acquired through the sale of Securities on each Deferred
Sales Charge Payment Date or distribution of cash
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<PAGE>
available for payment. To the extent that the entire Deferred Sales Charge
relating to your Units has not been paid at the time of repurchase, redemption
or exchange of the Units, we will deduct any unpaid amount from the sale,
redemption or exchange proceeds or in calculating an in-kind distribution.
For purchases of Units with a value of $25,000 or more, we will reduce the
Initial Sales Charge on a graduated basis as shown below under "Volume
Discount". Units purchased pursuant to the Reinvestment Program are subject only
to any remaining Deferred Sales Charge payments; see "Reinvestment Program".
Unit Holders investing the proceeds of distribution from a previous terminating
Series of Morgan Stanley Dean Witter Select Equity Trust, upon purchase of Units
of the Trust, will be subject only to the Deferred Sales Charge on those Units.
If you acquire Units of the Trust in an exchange of units of a different unit
investment trust sponsored by the Sponsor you will not have to pay an initial
sales charge at the time of the exchange. However, these acquired Units will be
subject to the Deferred Sales Charge.
PUBLIC DISTRIBUTION
The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in connection with
additional deposits of Securities. They may offer to the public unsold Units or
Units acquired by the Sponsor in the secondary market referred to below, by this
Prospectus at the then-current Public Offering Price determined as provided
above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. The Sponsor will sell Units to dealers
during the initial offering period at prices which reflect a concession of 70%
of the applicable sales charge, subject to change from time to time. In
addition, sales of Units may be made according to distribution arrangements with
certain banks and/or other entities. These banks and entities are subject to
regulation by the Office of the Comptroller of the Currency or by other bank
regulatory authorities and are acting as agents for their customers. These banks
and/or entities are making Units of the Trust available to their customers on an
agency basis. A portion of the sales charge that these customers pay is retained
by or remitted to these banks or entities in an amount equal to the amount
customarily received by an agent for acting in this capacity in connection with
the purchase of Units. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units.
SECONDARY MARKET
While not obligated to do so, the Sponsor presently intends to maintain, at
its expense, a secondary market for Units of this series of the Morgan Stanley
Dean Witter Select Equity Trust. The Sponsor also presently intends to
continuously offer to repurchase Units from Unit Holders at the Sponsor's
Repurchase Price. The Sponsor computes the Repurchase Price by adding:
- the aggregate value of the Securities in the Trust, and
- any cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money required to redeem tendered Units
and cash the Sponsor deposited to purchase Securities or cash held in the
Reserve Account
- less expenses of the Trust, (includes Trustee fee, Sponsor fee, counsel's
expenses and taxes, if any), and
- less any remaining unpaid portion of the Deferred Sales Charge, and
- less cash held for distribution to Unit Holders of record as of a date on
or prior to the evaluation
and then dividing the result by the number of Units outstanding, as of the date
of such computation.
In addition, after the initial offering period, the Sponsor's Repurchase
Price will be reduced to reflect the estimated costs of liquidating the
Securities to meet redemption requests. The only sales charge incurred when a
Unit Holder sells Units back to the
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Sponsor is the payment of the unpaid portion of the Deferred Sales Charge. The
Sponsor may reoffer to the public any Units repurchased by the Sponsor at the
Sponsor's Repurchase Price. The reoffering price will be the then-current Public
Offering Price. The Sponsor will bear any profit or loss resulting from the
resale of these Units.
The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. In this event, although under
no obligation to do so, the Sponsor may, as a service to Unit Holders, offer to
repurchase Units at the "Redemption Price". Alternatively, Unit Holders may
redeem their Units through the Trustee.
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit or sustained a loss on the
deposit of the Securities in the Trust. This profit or loss represents the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of this difference on the Initial Date of Deposit see "Schedule of Portfolio
Securities". The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Securities. In addition, the Sponsor may have acted
as a broker in transactions relating to the purchase of Securities for deposit
in the Trust. During the initial public offering period the Sponsor may realize
additional profit or sustain a loss due to daily fluctuations in the prices of
the Securities in the Trust and thus in the Public Offering Price of Units the
Sponsor receives. If the Sponsor receives cash from the Unit Holders before the
settlement date for the purchase of Units or before the payment for Securities
upon their delivery, the Sponsor may use the cash in the Sponsor's business and
may benefit from the use of the cash.
The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells these Units or the prices
at which the Sponsor redeems these Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced. The Sponsor
may also discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will decline as shown
on the following graduated scale for sales of at least $25,000 to any person
during the Initial Offering Period. The sales charge in the secondary market,
which will decline as shown on the following graduated scale, consists of an
Initial Sales Charge and the remaining portions of the Deferred Sales Charge.
The following scale assumes a Public Offering Price of $1,000.00 per 100 units:
<TABLE>
<CAPTION>
SALES CHARGE
-------------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT INVESTED
PUBLIC OFFERING PRICE IN SECURITIES
--------------------- --------------------
<S> <C> <C>
Less than $25,000....................... 2.90% 2.926%
$25,000 to $49,999...................... 2.75 2.775
$50,000 to $99,999...................... 2.50 2.523
$100,000 to $249,999.................... 2.25 2.270
$250,000 to $999,999.................... 2.00 2.018
$1,000,000 or more...................... 1.00 1.009
</TABLE>
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The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation, other than a dealer, in the amounts stated above. For purchases
of $250,000.00 or more, the sales charge consists solely of a deferred sales
charge of $20.00 per 100 Units for a purchase of $250,000.00 to $999,999.99 and
adjusted to total $10.00 per 100 Units for a purchase of $1,000,000.00 or more.
Units held in the name of your spouse or in the name of your child under age
21 are deemed for the purposes of the volume discount to be registered in your
name. The reduced sales charges are also applicable to a trustee or other
fiduciary, including a partnership or corporation purchasing Units for a single
trust estate or single fiduciary account.
REDEMPTION
RIGHT OF REDEMPTION
You may redeem one or more of your Units at the Redemption Price upon
delivery of a request for redemption to the Trustee at its unit investment trust
office in the City of New York, in form satisfactory to the Trustee. You may
tender Units for redemption at any time after the settlement date for purchase.
The Redemption Price per Unit is calculated as set forth under "Computation of
Redemption Price". There is no sales charge incurred when you tender your Units
to the Trustee for redemption other than for the payment of any Deferred Sales
Charge then due.
On the third business day following the tender to the Trustee of Units to be
redeemed, you will be entitled to receive cash per Unit equal to the Redemption
Price per Unit. The Trustee will determine the Redemption Price as of the
Evaluation Time on the date of tender. The Evaluation Time is the close of the
market, generally 4:00 p.m. New York Time.
The "date of tender" is the date on which the Trustee receives Units.
However, for Units received after the Evaluation Time, the date of tender is the
next day on which the New York Stock Exchange is open for trading. These Units
will be deemed to have been tendered to the Trustee on that day for redemption
at the Redemption Price computed on that day.
During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following that presentation.
REDEMPTION PROCEDURES
In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (1) or (2)
below.
(1) The Trustee will redeem Units solely in cash for any one Unit Holder
tendering less than 25,000 Units. If you request redemption of at least 25,000
Units, the Sponsor may determine, at its discretion, to direct the Trustee to
redeem Units "in-kind" by distributing Portfolio Securities to you. The Sponsor
may direct the Trustee to redeem Units "in-kind" even if it is then maintaining
a secondary market in Units of the Trust. If you redeem Units "in-kind" you will
receive an amount and value of Trust Securities per Unit equal to the Redemption
Price Per Unit as determined at the Evaluation Time next following the tender as
set forth in this Prospectus under "Computation of Redemption Price" below. The
Trustee will hold the distribution "in-kind" for redemption of Units for your
account, and for disposition in accordance with your instructions. You will be
entitled to receive (1) whole shares of each of the underlying Portfolio
Securities, plus (2) cash equal to your pro rata share of the cash balance of
the Income and Principal Accounts and (3) cash from the Principal Account equal
to the fractional shares to which you are entitled. The Trustee, in connection
with implementing the redemption "in-kind" procedures outlined above, may make
any adjustments necessary to reflect differences between (1) the Redemption
Price of Units and (2) the value of the Securities distributed "in-kind" as of
the date of tender. If the Principal Account does not contain amounts sufficient
to cover the required cash distribution to you, the Trustee may
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<PAGE>
sell Securities in the Trust Portfolio in the manner discussed below. If you
receive redemption distributions of Securities "in-kind" you may incur brokerage
costs and odd-lot charges in converting those Securities into cash. The Trustee
will assess transfer charges to Unit Holders taking Securities "in-kind"
according to its usual practice.
The portion of the Redemption Price which represents your interest in the
Income Account will be withdrawn from the Income Account to the extent
available. The balance paid on any redemption, including dividends receivable on
stocks trading ex-dividend, if any, will be drawn from the Principal Account to
the extent that funds are available for that purpose. The Agreement authorizes
the Trustee to sell Securities in order to provide funds for redemption. To the
extent Securities are sold, the size of the Trust will decline. These sales may
be required at a time when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. The Redemption Price
you receive may be more or less than the purchase price you originally paid. The
price difference will depend on the value of the Securities in the Portfolio at
the time of redemption. Moreover, due to the minimum lot size in which
Securities may be required to be sold, the proceeds of these sales may exceed
the amount necessary for payment of Units redeemed. These excess proceeds will
be distributed pro rata to all remaining Unit Holders of record on the next
following Record Date.
The Sponsor will supply to the Trustee a list of Securities to sell for
purposes of redeeming Units. If the Sponsor does not instruct the Trustee, the
Trustee will select the Securities to sell so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
(2) The Trustee will redeem Units in-kind by an in-kind distribution to The
Bank of New York as the Distribution Agent. You will be able to receive in-kind
an amount per Unit equal to the Redemption Price per Unit as determined as of
the day of tender. In-kind distributions to Unit Holders will take the form of
whole shares of Securities. The Distribution Agent will distribute cash in lieu
of fractional shares. The whole shares, fractional shares and cash distributed
to the Distribution Agent will total an amount equal to the Redemption Price per
Unit.
The Distribution Agent shall hold distributions in-kind upon the redemption
of Units. You shall be deemed to have designated the Distribution Agent as your
agent upon purchase of a Unit, for your account, and for disposition in
accordance with your instructions as follows:
(i) The Distribution Agent shall sell the In-Kind Distribution as of the
close of business on the date of tender or as soon as possible afterwards. The
Distribution Agent shall then remit to you, within seven calendar days, the net
proceeds of the sale, after deducting any brokerage commissions and transfer
taxes on the sale. However, you may request a distribution of the Securities as
set forth in paragraph (ii) below. The Distribution Agent may sell the
Securities through the Sponsor, and the Sponsor may charge brokerage commissions
on those sales.
(ii) If you request distribution in-kind and tender more than 25,000 Units,
the Distribution Agent shall sell any portion of the In-Kind Distribution
represented by fractional interests in shares. The Distribution Agent shall then
distribute (1) the net cash proceeds plus (2) any other distributable cash to
you together with (3) certificates or book-entry credit to your account at the
Sponsor of each of the whole shares of Securities comprising the In-Kind
Distribution.
The 25,000 Unit threshold will not apply to redemptions in-kind in
connection with a rollover or on an In-Kind Distribution Date in connection with
the termination of the Trust.
The portion of the Redemption Price which represents your interest in the
Income Account shall be withdrawn from the income account to the extent
available. The balance paid on any redemption, including dividends receivable on
stocks trading ex-dividend, if any, will be withdrawn from the Principal Account
to the extent that funds are available for that purpose. To the extent
Securities are distributed in-kind to the Distribution Agent, the size of the
Trust will be reduced. Sales by the Distribution Agent may be required at a time
when Securities would not otherwise be sold and might result in lower prices
than might otherwise be realized. The Redemption Price you receive may be more
or less than the purchase price you originally paid, depending on the value of
the Securities in the Portfolio at the time of redemption.
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<PAGE>
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above:
- semiannually, on the last Business Day of each of the months of June and
December,
- on the day on which you tender any Unit of the Trust for redemption,
unless you tender after the Evaluation Time on such day. In this case
tender shall be considered to have been made on the next day on which the
New York Stock Exchange is open for trading.
- on any other Business Day desired by the Sponsor or the Trustee.
I. To determine the Trust Evaluation per Unit, add:
(1) The aggregate value of Securities in the Trust, as the Trustee
determines,
(2) Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or money
credited to the Reserve Account,
(3) All other assets of the Trust,
II. Then deduct from the resulting figure:
(1) amounts representing any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account,
(2) amounts representing estimated accrued fees and expenses of the Trust,
including legal and auditing expenses,
(3) amounts representing unpaid fees of the Trustee, the Sponsor and
counsel,
(4) any remaining unpaid portion of the Deferred Sales Charge, and
(5) monies held to redeem tendered Units and for distribution to Unit
Holders of record as of the Business Day prior to the Evaluation on the days or
dates set forth above;
III. Divide the result of the above computation by the total number of Units
outstanding on the date of this Evaluation. The resulting figure equals the
Redemption Price for each Unit.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the estimated costs of liquidating the Securities to meet the
redemption.
The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:
- If the Securities are listed on one or more national securities exchanges,
the Trustee shall base its valuation on the closing price on the exchange
which is the principal market for those Securities. The exchange shall be
the New York Stock Exchange if the Securities are listed there, unless the
Trustee deems that price inappropriate as a basis for valuation.
- If the Securities are not listed, or, if listed and their principal market
is a different exchange or there is no closing price on that exchange, the
Trustee shall base its valuation on the closing price in the
over-the-counter market, unless the Trustee deems that price inappropriate
as a basis for valuation.
If there is no closing price, the Trustee shall use any of the following
methods which it deems appropriate:
- on the basis of current bid prices of the Securities obtained from
investment dealers or brokers, including the Sponsor, who customarily deal
in securities comparable to those held by the Trust, or
- if bid prices are not available for any of the Securities, on the basis of
bid prices for comparable securities, or
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<PAGE>
- by appraisal of the value of the Securities on the bid side of the market
or by another appraisal method which the Trustee deems appropriate, or
- by any combination of the above.
POSTPONEMENT OF REDEMPTION
Your right of redemption may be suspended and the payment of the Redemption
Price per Unit to you may be postponed for more than seven calendar days
following a tender of Units for redemption
- for any period during which the New York Stock Exchange, Inc. is closed,
other than for customary weekend and holiday closings, or
- for any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is
restricted or an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or
- for any other periods that the Securities and Exchange Commission may by
order permit. The Trustee is not liable to any person or in any way for
any loss or damage that may result from any suspension or postponement of
this kind.
EXCHANGE OPTION
Unit Holders of any Morgan Stanley Dean Witter Select Trust or any holders
of units of any other unit investment trust may elect to exchange any or all of
their units for units of one or more of any series of the Morgan Stanley Dean
Witter Select Equity Trust that may from time to time be made available for such
exchange by the Sponsor, called the "Exchange Trusts".
An exchange of this kind is implemented by a sale of Units and a purchase of
the units of an Exchange Trust. You may acquire these units at prices based on
reduced sales charges per unit. The purpose of this reduced sales charge is to
permit the Sponsor to pass on the cost savings resulting from this exchange to
the Holder who wishes to exchange units. The cost savings result from reductions
in time and expense related to advice, financial planning and operational
expense required for the Exchange Option.
Each Exchange Trust has different investment objectives. You should read the
Prospectus for the applicable Exchange Trust carefully to determine the
investment objective before you exercise this option.
This option will be available provided that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which you are a resident. While the Sponsor presently
intends to maintain a secondary market for the units of Exchange Trusts, there
is no obligation on its part to do so. Therefore, we do not promise that a
market for units will in fact exist on any given date in which you wish to sell
or exchange Units, and we do not promise that the Exchange Option will be
available to any Unit Holder. The Sponsor reserves the right to modify, suspend
or terminate this option. The Sponsor will give sixty days notice before the
date of the termination of or a material amendment to the Exchange Option.
However, the Sponsor will not have to give notice in certain circumstances
approved by the Securities and Exchange Commission. In the event the Exchange
Option is not available to you at the time you wish to exercise that option, we
will immediately notify you and we will not take any action with respect to your
tendered Units without further instruction from you.
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You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange and (2) the amount representing the units being acquired up to the next
highest number of whole units. The full value of the Units, including any
make-up amount, will be subject to a sales charge.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange Units for units of any series of the Exchange
Trusts which are grantor trusts for U.S. federal income tax purposes, the
Internal Revenue Service may seek to disallow any loss incurred upon that
exchange. The IRS may seek to disallow the loss to the extent that (1) the
underlying securities in each Trust are substantially identical and (2) the
purchase of the units of an Exchange Trust takes place less than thirty-one days
after the sale of the Units. In order to avoid the potential disallowance of
losses for tax purposes, you may notify the Sponsor that you wish to purchase
units of the Exchange Trust on the thirty-first day after the day of the sale of
the Units exchanged. The Sponsor will deposit the proceeds of the Units
surrendered in your brokerage account with the Sponsor. You may withdraw the
proceeds at any time. You may use cash from the account to purchase units of the
Exchange Trust on the thirty-first day after the day of sale of the Units
exchanged in accordance with the procedures set forth above. You may revoke the
order to purchase by calling your financial advisor at any time before the
purchase on the thirty-first day.
The Sponsor will purchase units at a price based upon the value of the Trust
per unit plus the applicable sales charge of 2.0%. However, we do not promise
that a market for units will exist on that date or that units will be available
for purchase on such date. If units are unavailable, the Sponsor may acquire
units in the secondary market or create units as soon as possible thereafter.
The Sponsor will sell these units based on the value of the Trust per unit on
the date of purchase of the units plus the applicable sales charge of 2.0%. The
order does not create a contract or option to acquire units. If the Sponsor does
not hold units in its inventory on the thirty-first day or if the Sponsor does
not create additional units or is unable to acquire units in the secondary
market, the Sponsor will not purchase units of the Exchange Trust and the cash
will remain in your account. If you exchange Units of one Trust for units of
another Trust, you should consult your tax advisor regarding the extent to which
that exchange results in the recognition of a loss for Federal and/or state or
local income tax purposes.
To exercise the Exchange Option, you should notify the Sponsor of your
desire to acquire units of one or more of the Exchange Trusts. Upon the exchange
of Units of the Trust, we will deduct any Deferred Sales Charge balance from the
exchange proceeds. If units of the applicable outstanding series of the Exchange
Trust are available for sale at that time, you may select the series or group of
series for which the Units are to be exchanged. You will be provided with a
current prospectus or prospectuses relating to each series in which interest is
indicated.
The exchange transaction will operate in a manner essentially identical to
any secondary market transaction. Units will be repurchased at a price based
upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. We will sell units of the Exchange Trust to you at a price equal to:
- the net asset value based on the offering or bid side evaluation, as
applicable, per unit of the securities in the Exchange Trust's Portfolio,
plus
- accrued interest, if any, and
- the applicable sales charge of 2.0% of the Public Offering Price per Unit.
If the Exchange Trust is a series of Morgan Stanley Dean Witter Select
Equity Trust, the applicable sales charge on that Trust will be the Deferred
Sales Charge of that Trust. The Deferred Sales Charge may be more or less than
2.0% of the Public Offering Price.
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REINVESTMENT PROGRAM
You may elect to automatically reinvest the distributions with respect to
your Units in additional Units of the Trust, subject only to any remaining
portions of the Deferred Sales Charge. Reinvestment Units are not subject to the
Initial Sales Charge. You may participate in the Trust's reinvestment program by
filing with the Trustee a written notice of election. The Trustee must receive
your completed notice of election to participate in the Program at least ten
days prior to the Record Date applicable to any distribution in order for the
Program to be in effect for that distribution. You may modify or revoke
elections on similar notice.
The Trustee will use these distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:
(1) The Trustee may use the distributions to purchase Units of this
Series of the Trust in the Sponsor's inventory. The purchase price payable by
the Trustee for each of these Units will be equal to the applicable Trust
evaluation per Unit on or as soon as possible after the close of business on the
Distribution Date. The Trustee will issue or credit the Units purchased to the
accounts of Unit Holders participating in the Program.
(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described above in
Part B. The Sponsor will deposit the additional Securities with any necessary
cash with the Trustee in exchange for new Units. The Trustee may then use the
distributions to purchase the new Units from the Sponsor. The price for these
new Units will be the applicable Trust evaluation per Unit on or as soon as
possible after the close of business on the Distribution Date. See "Public
Offering of Units--Public Offering Price". The Units purchased by the Trustee
will be issued or credited to the accounts of Unit Holders who participate in
the Program. The Sponsor may terminate the Program if it does not have
sufficient Units in its inventory or if it is no longer practical to create
additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or created at the applicable price,
there remains a portion of the distribution which is not sufficient to purchase
a full Unit at that price, the Trustee will distribute that amount to Unit
Holders. The Trust will bear the cost of administering the reinvestment program.
Thus all Unit Holders will indirectly bear that cost.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement. A Unit Holder is vested with all right, title and
interest in that Trust. As a Unit Holder, you may tender your Units to the
Trustee for redemption at any time.
You are required to hold your Units in uncertificated form. The Trustee will
credit your account with the number of Units you hold. Units are transferable
only on the records of the Trustee upon presentation of evidence satisfactory to
the Trustee for each transfer. Any sums payable for taxes or other governmental
charges imposed upon these transactions must be paid by you and you must comply
with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust. Death or incapacity will not entitle your legal representatives or heirs
to claim an accounting or to take any other action or proceeding in any court
for a partition or winding up of the Trust.
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Neither you nor any other Unit Holder shall have the right to vote except
with respect to removal of the Trustee or amendment and termination of the
Trust. See "Administration of the Trust--Amendment" and "Administration of the
Trust--Termination". Unit Holders shall have no right to control the operation
or administration of the Trust in any manner. The only time you will have that
right is upon the vote of 51% of the Units outstanding at any time for purposes
of amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement. However, no Unit Holder shall ever be under any
liability to any third party for any action that the Trustee or Sponsor takes.
You will be unable to dispose of any of the Securities in the Portfolio, as
such, and will not be able to vote the Securities. The Trustee, as holder of the
Securities, will have the right to vote all of the voting Securities held in the
Trust. The Trustee will vote these Securities in accordance with the
instructions of the Sponsor, if given. Otherwise the Trustee shall vote as it,
in its sole discretion, shall determine.
EXPENSES AND CHARGES
The Summary of Essential Information in Part A lists the estimated annual
Trust expenses. If actual expenses exceed the estimated amounts, the Trust will
bear the excess.
ORGANIZATION COSTS
You and the other unit holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:
- the cost of the preparation, printing and execution of the Indenture,
Registration Statement and other documents relating to the Trust
- Federal and State registration fees and costs
- the initial fees and expenses of the Trustee
- legal and auditing expenses.
The Sponsor will pay advertising and selling expenses at no cost to the
Trust.
TRUST FEES AND EXPENSES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee as set forth in "Summary of Essential Information" may exceed the
actual costs of providing portfolio supervisory services for this Trust. At no
time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Morgan Stanley Dean Witter Select Equity
Trust in any calendar year exceed the aggregate cost to it of supplying those
services in that year.
Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
The Trust bears certain regular expenses of the Trust, including certain mailing
and printing expenses.
The Sponsor's fee, the Trustee's fees and the Trust's expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available, and thereafter from the Principal
Account. Any of these fees may increase without your approval or the approval of
the other Unit Holders in proportion to increases under the classification "All
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Services Less Rent" in the Consumer Price Index published by the United States
Department of Labor or, if no longer published, a similar index. The Trustee,
pursuant to normal banking procedures, also receives benefits to the extent that
it holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement.
OTHER CHARGES
The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:
- fees of the Trustee for extraordinary services
- expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated
- various governmental charges
- expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of you and the other Unit Holders
- indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or reckless
disregard of its obligations and duties
- indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as Sponsor or Depositor under the Agreement without
gross negligence, bad faith, wilful malfeasance or wilful misconduct or
reckless disregard of its obligations and duties
- expenditures incurred in contacting Unit Holders upon termination of the
Trust, and
- brokerage commissions or charges incurred in connection with the purchase
or sale of Securities.
PAYMENT
The fees and expenses set forth in this Prospectus are payable out of the
Trust. When the Trustee pays them or when they are owed to the Trustee, they are
secured by a lien on the Trust. Dividends on the Securities are not expected to
be sufficient to pay the estimated expenses of the Trust. If the balances in the
Income and Principal Account are insufficient to provide for amounts payable by
the Trust, the Trustee has the power to sell Securities to pay those amounts. To
the extent that the Trustee sells Securities, the size of the Trust will decline
and the proportions of the types of Securities may change. Such sales might be
required at a time when Securities would not otherwise be sold. These sales
might result in lower prices than might otherwise be realized. Moreover, due to
the minimum lot size in which Securities may be required to be sold, the
proceeds of such sales may exceed the amount necessary for the payment of such
fees and expenses.
ADMINISTRATION OF THE TRUST
RECORDS AND ACCOUNTS
The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 101 Barclay Street, New York, New York
10286. Unit Holders may inspect these records and accounts at reasonable times
during normal business hours. The Trustee will additionally keep on file for
inspection by Unit Holders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in the Trust. In
connection with the storage and handling of certain Securities deposited in the
Trust, the Trustee is authorized to use the services of the Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.
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DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A of this
prospectus. See "Summary of Essential Information." The distributions will be an
amount equal to:
- the Unit Holder's pro rata portion of the amount of dividend income
received by the Trust, plus
- proceeds of the sale of Portfolio Securities, including capital gains, not
used for the redemption of Units, if any, less
- the Trustee's fees and expenses and less the Sponsor's portfolio
supervision fees.
Distributions for the account of beneficial owners of Units registered in
"street name" that the Sponsor holds will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or whenever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.
The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. It is anticipated that Trust income will be
less than Trust expenses and that Securities will be sold to pay Trust expenses.
If, however, there is sufficient income distributions will be made on the
Distribution Dates. The Trustee credits to a Principal Account other receipts,
including (1) return of investment and gain and (2) amounts received upon the
sale, pursuant to the Indenture and Agreement, of rights to purchase other
Securities distributed in respect of the Securities in the Portfolio. The Trust
will distribute these amounts to each Unit Holder as of a Record Date on the
next following Distribution Date or shortly thereafter.
The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the Distribution Date following
their receipt. The Trustee does not need to make a distribution from the
Principal Account if its balance is less than $1.00 per 100 Units outstanding.
The Trustee may create a Reserve Account by withdrawing from the Income or
Principal Accounts, from time to time, amounts it deems necessary to establish a
reserve for any taxes or other governmental charges that may be payable out of
the Trust. Funds the Trustee holds in the various accounts created under the
Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding these funds which are interest-bearing to it.
On each Deferred Sales Charge Payment Date the Trustee will sell Securities
pro rata in an amount equal to $2.50 per 100 Units. The Trustee will use the
money it obtains to pay the Deferred Sales Charge and will distribute the
proceeds to the Sponsor.
The Trustee will follow a policy of placing securities acquisition or
disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. The Trustee generally makes
transactions in Securities held in the Trust in brokerage transactions, as
distinguished from principal transactions. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider statistical and research
information furnished to it by any of the securities dealers through which the
Trustee executes transactions.
PORTFOLIO SUPERVISION
The Trustee will adjust the original proportionate relationship between the
number of shares of each Security in the Trust to reflect:
- the occurrence of a stock dividend
- a stock split
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- a merger
- a reorganization or
- a similar event which affects the capital structure of the issuer of a
Security in the Trust but which does not affect the Trust's percentage
ownership of the common stock equity of that issuer at the time of that
event.
If the Trust receives the securities of another issuer as the result of
(1) a merger or reorganization, (2) a spin-off, (3) a split-off or (4) a
split-up of the issuer of a Security included in the original portfolio, the
Trust may:
- hold those securities as if they were one of the Securities initially
deposited and
- adjust the proportionate relationship accordingly for all subsequent
deposits.
The Sponsor or the Trustee does not "manage" the Portfolio of the Trust.
Only the provisions of the Indenture and Agreement govern their activities
described below. The Sponsor may direct the Trustee to dispose of Securities
upon:
- failure of the issuer of a Security in the Trust to declare or pay
anticipated cash dividends
- institution of certain materially adverse legal proceedings
- default under certain documents materially and adversely affecting future
declaration or payment of dividends, or
- the occurrence of other market or credit factors that in the opinion of
the Sponsor would make the retention of those Securities in the Trust
detrimental to the interests of the Unit Holders.
The Sponsor will direct the Trustee to sell Securities to pay portions of
the Deferred Sales Charge. Except as otherwise discussed herein, the acquisition
of any Securities for the Trust other than those initially deposited and those
deposited in order to create additional Units, is prohibited. The Indenture
authorizes the Sponsor to direct the Trustee to invest the proceeds of any sale
of Securities not required for the redemption of Units in eligible money market
instruments. The Sponsor will select these instruments, which will include only
(1) negotiable certificates of deposit or (2) time deposits of domestic banks
which are members of the Federal Deposit Insurance Corporation and which have,
together with their branches or subsidiaries, more than $2 billion in total
assets. However, the Trust may hold certificates of deposit or time deposits of
smaller domestic banks provided the deposit does not exceed the insurance
coverage on the instrument, which currently is $100,000. Also, the Trust's
aggregate holding of certificates of deposit or time deposits that the Trustee
issued may not exceed the insurance coverage of those obligations. U.S. Treasury
notes or bills, which the Trust shall hold until the maturity thereof, must
mature prior to the earlier of the next following Distribution Date or 90 days
after receipt. The Trust shall distribute the principal and interest of each
Treasury note or bill, to the extent that interest is not used to pay Trust
expenses, on the earlier of the 90th day after receipt or the next following
Distribution Date.
During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. In addition, the Sponsor shall undertake to
perform any other reviews and procedures as it deems necessary in order for it
to give the consents and directions, including directions as to voting on the
underlying Securities, that the Indenture and Agreement require. The Sponsor
shall receive the portfolio supervisory fee referred to under "Summary of
Essential Information" for (1) performing the administrative services in making
those recommendations and (2) giving those consents and directions, and
(3) making the reviews called for.
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VOTING OF THE PORTFOLIO SECURITIES
The Indenture and Agreement states that the Trustee will exercise voting
rights with respect to the Portfolio Securities and Replacement Securities, if
any, in accordance with the Indenture or the directions that the Sponsor gives.
REPORTS TO UNIT HOLDERS
With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities. The statement shall express proceeds in each case
as a dollar amount per Unit.
Within a reasonable period of time after the last Business Day in each
calendar year, but not later than February 15, the Trustee will furnish to each
person who at any time during that calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Account:
- the amount of income received on the Securities;
- the amount paid for redemption of Units;
- the deductions for applicable taxes or other governmental charges, if any,
and fees and expenses of the Sponsor, the Trustee and counsel;
- the deductions of portions of the Deferred Sales Charge;
- the amounts distributed from the Income Account;
- any other amount credited to or deducted from the Income Account; and
- the net amount remaining after those payments and deductions expressed
both as a total dollar amount and as a dollar amount per Unit outstanding
on the last business day of that calendar year.
2. The following information:
- a list of the Securities as of the last business day of that calendar
year;
- the number of Units outstanding as of the last business day of that
calendar year;
- the Unit Value (as defined in the Agreement) based on the last Evaluation
made during that calendar year; and
- the amounts actually distributed during that calendar year from the Income
and Principal Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record Dates for
those distributions.
AMENDMENT
The Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders
- to cure any ambiguity or to correct or supplement any provision contained
in the Indenture and Agreement which may be defective or inconsistent with
any of its other provisions;
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- to change any provision in the Indenture and Agreement as the Securities
and Exchange Commission or any successor governmental agency exercising
similar authority may require; or
- to make another provision in regard to matters or questions arising in the
Indenture and Agreement as shall not adversely affect the interest of the
Unit Holders.
The parties to the Indenture and Agreement may also amend that document from
time to time or they may waive the performance of any of the provisions of the
Indenture and Agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture and
Agreement or of modifying in any manner the rights of the Unit Holders, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive may any provision
thereof, so as to (1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part 2 of the Agreement or any
lesser amount that may be outstanding at any time during the term of the
Indenture except as the result of the deposit of additional Securities, as
therein provided, or reduce the relative interest in the Trust of any Unit
Holder without his consent, (2) permit the deposit or acquisition of securities
or other property either in addition to or in substitution for any of the
Securities except in the manner permitted by the Trust Indenture as in effect on
the date of the first deposit of Securities or permit the Trustee to engage in
business or investment activities not specifically authorized in the Indenture
and Agreement as originally adopted or (3) adversely affect the characterization
of the Trust as a grantor trust for federal income tax purposes.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of that period. Additionally, if the
value of the Trust as shown by any Evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Initial Date of
Deposit and acquired afterwards, the Trustee will, if the Sponsor directs in
writing, terminate the Trust. The Trust may also be terminated at any time by
the written consent of Unit Holders owning 51% or more of the Units then
outstanding. Unit Holders will receive final distributions according to their
Election Instructions. Final distributions are the Unit Holders pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses. The Election Instructions will provide for
the following distribution options: (1) cash distributions; (2) distributions
"in kind"; or (3) investment of the distributions attributable to your Units in
units of a subsequent new series of the Morgan Stanley Dean Witter Select Equity
Trust (the "New Series") as the Sponsor designates if the New Series is offered
at that time (the "Rollover Option"). Unit Holders who do not tender properly
completed Election Instructions to the Trustee will be considered to have
elected a cash distribution.
CASH OR "IN-KIND" DISTRIBUTIONS. Unit Holders who hold Units at termination
will receive distributions from their Units in cash. Unitholders may, however,
indicate to the Trustee that they wish to receive termination distributions
"in-kind". To do so, return to the Trustee properly completed Election
Instructions, which the Trustee distributed to Unit Holders of record 45 days
prior to the Termination Date. You do not need any minimum number of Units to
elect an in-kind distribution. The Trustee will duly honor any election
instructions that it receives on or before the In-Kind Distribution Date. You
will be entitled to receive whole shares of each of the underlying Portfolio
Securities and cash from the Principal Account equal to the fractional shares to
which you are entitled. If you receive distributions of Securities "in-kind",
you may incur brokerage and odd-lot costs in converting those Securities into
cash. The Trustee will transfer the Securities to be delivered in-kind to your
account and for disposition in accordance with your instructions.
NON IN-KIND ROLLOVER OPTION. You may elect to invest the distributions
attributable to your Units in units of a New Series subject only to the deferred
sales charge on the units of the New Series. We expect that the terms of the New
Series will be substantially the same as the terms of the Trust described in
this Prospectus. We also expect that similar options to invest in a subsequent
series of the Trust will be exercisable for termination distributions from each
New Series of the trust approximately one
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year after that New Series' creation. The availability of this option does not
constitute a solicitation of an offer to purchase Units of a New Series or any
other security. We will treat your election to exercise this option as an
indication of interest only. At any time prior to your purchase of units of a
New Series, you may change your investment strategy and receive, in cash, the
proceeds of the sale of the Securities.
IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"roll over" their Units of the Trust for units of a subsequent series as set
forth below. It this feature is offered, the following structure will be
implemented for those rollovers. Although the Sponsor may offer Unit Holders
this additional termination alternative, the Sponsor reserves the right in its
sole discretion to decline to offer this alternative for any reason. If the
Sponsor determines to offer this alternative, it will notify Unit Holders, who
will then notify the Sponsor whether they wish to participate. This rollover
will occur at least 30 days before the scheduled termination of the Terminating
Trust.
If you wish to reinvest your interests in Units of the Trust in units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust, Morgan
Stanley High-Technology 35 Index Portfolio, you may do so by so advising your
account executive. This exchange will be effected by an in-kind redemption from
the Terminating Trust and subsequent in kind deposit with the Trustee of the New
Trust, as follows:
The Bank of New York will act as agent on your behalf in connection with the
creation of a unit of the New Trust. The Agent will deposit the number and types
of securities constituting a unit of the New Trust in-kind in the New Trust.
Certain stocks contained in the Terminating Trust are likely to be included in
the portfolio of the New Trust. A Unit Holder in the Terminating Trust who
elects to receive his interest in the Terminating Trust in-kind and who wishes
to purchase units in the New Trust by an in-kind contribution to the New Trust
would direct the Agent to carry out the transactions necessary to consummate the
in-kind deposit. The Agent would have the authorization to receive your in-kind
distribution from the Terminating Trust and to assemble and deposit, on your
behalf, the package of stocks needed to make up a unit in the New Trust. This
assembly and deposit would include an in-kind contribution to the New Trust of
an appropriate amount of your interest in Duplicated Stocks. The Agent would
sell securities distributed in-kind from the Terminating Trust not required to
make up a unit in the New Trust. The Agent would utilize the cash proceeds of
each sale to purchase the stocks, other than the Duplicated Stocks, necessary to
constitute a unit of the New Trust. The proceeds of such sales will be reduced
and the cost of such purchases will increase by any applicable brokerage
commissions. If additional cash is necessary to purchase stocks, you would pay
that cash to the Agent. You would receive any cash not used to make up a unit in
the New Trust. The Agent will sell fractional interests received from the
Terminating Trust. The Agent will use the cash proceeds of that sale to purchase
securities for deposit in the New Trust. If the Agent does not use the proceeds
for those purposes, the Agent will distribute them to you. Upon receipt of the
in-kind deposit, the Trustee will issue the appropriate number of units in the
New Trust to the Unit Holder on whose behalf the Agent acted. If you acquire
units pursuant to an in-kind deposit into a New Trust from a Terminating Trust,
you will not be subject to an Initial Sales Charge on these units. You will be
subject only to a Deferred Sales Charge.
We will also offer the ability to purchase units of the New Trust by the
deposit of securities in-kind to persons who were not Unit Holders in a
Terminating Trust. Any such person may contribute whole shares in-kind to a New
Trust. He will be required to pay the Initial Sales Charge to the Sponsor in
connection with the in-kind purchase of Units. These units will be subject to a
Deferred Sales Charge.
METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture. The Indenture provides for sales over a period
of days or on any one day during the Liquidation Period set forth in the
"Summary of Essential Information". The Trustee will deposit proceeds of these
sales into the Trust. The Trustee will hold those proceeds in a non-interest
bearing account to Unit Holders until distributed, and the Trustee will receive
benefit from such
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proceeds. The sales of Portfolio Securities may tend to depress the market
prices for these Securities and thus reduce the proceeds available to Unit
Holders. The Sponsor believes that gradual liquidation of Securities during the
Liquidation Period may mitigate negative market price consequences stemming from
the trading of large volumes of Securities over a short period of time. There
can be no assurance, however, that these procedures will effectively mitigate
any adverse price consequences of heavy volume trading or that these procedures
will produce a better price for Unit Holders than might have been obtained had
all the Securities been sold on one particular day during the Liquidation
Period.
After (1) deducting brokerage charges and costs incurred in connection with
the sale of Securities and any fees and expenses of the Trust and (2) paying
into the Reserve Account any amount required for taxes or other governmental
charges that may be payable by the Trust, the Trustee will distribute to each
Unit Holder, after due notice of that termination, the Unit Holders pro rata
share of the Income and Principal Accounts. The sale of Securities in the Trust
upon termination may result in a lower amount than might otherwise be realized
it such sale were not required at that time. For this reason, among others, the
amount you may realize upon termination may be less than the amount you paid for
Units.
The Division of Investment Management of the SEC believes that the rollover
option constitutes an "exchange offer", for the purposes of Section 11(c) of the
Investment Company Act of 1940, and would therefore be prohibited without an
exemptive order. The Sponsor has obtained an exemptive order under Section
11(c) which it believes permits it to offer the rollover. There can be no
assurance that the SEC will concur with the Sponsor's position. Additional
regulatory approvals may be required.
RESIGNATION, REMOVAL AND LIABILITY
REGARDING THE TRUSTEE
The Trustee is under no liability for:
- any action taken in good faith in reliance on apparently properly executed
documents or
- for the disposition of cash or Securities in the Trust.
The Trustee is not liable or responsible in any way for depreciation or loss as
a result of the disposition of any Securities. However, the Trustee is liable
for wilful misfeasance, bad faith or gross negligence in the performance of its
duties. The Trustee is also liable if it recklessly disregards its obligations
and duties under the Indenture and Agreement. In the event of a failure of the
Sponsor to act, the Trustee may act under the Indenture and Agreement. In that
case, the Trustee shall not be liable for any action taken by it in good faith.
The Trustee will not be personally liable for any taxes or other governmental
charges imposed upon the Trust or in respect of the Securities or the interest
thereon. The Agreement also contains other customary provisions limiting the
liability of the Trustee and providing for the indemnification of the Trustee
for any loss or claim accruing to it without (1) gross or extreme negligence,
(2) bad faith, (3) wilful misconduct, (4) wilful misfeasance or (5) reckless
disregard of its duties and obligations under the Agreement on its part.
The Trustee or any successor may resign by executing an instrument in
writing, filing the instrument with the Sponsor and mailing a copy of that
notice of resignation to all Unit Holders then of record. Upon receiving that
notice, the Sponsor will use its best efforts to appoint a successor Trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt or if
public authorities take over its affairs by, or if the Sponsor determines to
remove the Trustee for any reason, either with or without cause, the Sponsor may
remove the Trustee and appoint a successor as provided in the Agreement. If
within 30 days of the resignation of a Trustee the Sponsor has not appointed a
successor or, if appointed, it has not accepted the appointment, the retiring
Trustee may
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apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee.
REGARDING THE SPONSOR
The Sponsor will be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Likewise, the Sponsor will not be liable or responsible in any way
for depreciation or loss resulting from the disposition of any Security. The
Sponsor will, however, be liable for (1) its own wilful misfeasance, (2) wilful
misconduct, (3) bad faith, (4) gross negligence or (5) reckless disregard of its
duties and obligations under the Agreement.
If at any time the Sponsor (1) resigns under the Agreement or (2) fails or
is incapable of performing its duties under the Agreement or (3) becomes
bankrupt or (4) has its affairs taken over by public authorities, the Agreement
directs the Trustee to act. The Trustee will either (1) appoint a successor
Sponsor or Sponsors at rates of compensation that the Trustee finds reasonable
and which does not exceed amounts prescribed by the Securities and Exchange
Commission, or (2) terminate the Trust Indenture and Agreement and the Trust and
liquidate the Trust. The Trustee will promptly notify Unit Holders of any of
these actions.
MISCELLANEOUS
SPONSOR
Dean Witter Reynolds Inc. is a principal operating subsidiary of Morgan
Stanley Dean Witter & Co., a publicly-held corporation. On May 31, 1997, Dean
Witter, Discover & Co., Dean Witter's former parent company, and Morgan Stanley
Group Inc. merged to form Morgan Stanley Dean Witter & Co. Dean Witter is a
financial services company that provides to its individual, corporate, and
institutional clients services as
- a broker in securities and commodities
- a dealer in corporate, municipal, and government securities
- an investment banker
- an investment adviser, and
- an agent in the sale of life insurance and various other products and
services.
Dean Witter is a member firm of the New York Stock Exchange, the American
Stock Exchange, other major securities exchanges and the National Association of
Securities Dealers. Dean Witter currently services its clients through a network
of more than 350 domestic and international offices with approximately 11,000
financial advisors servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Bank of New York. It is a New York bank with its
principal executive office located at 101 Barclay Street, New York, New
York 10286. The Trustee is organized under the laws of the State of New York, is
a member of the New York Clearing House Association and is subject to
supervision and examination by the Superintendent of Banks of the State of New
York, the Federal Deposit Insurance Corporation and the Board of Governors of
the Federal Reserve System. Unit Holders should direct inquiries regarding
distributions, address changes and other matters relating to the administration
of the Trust to the Trustee at Unit Investment Trust Division, P.O. Box 974,
Wall Street Station, New York, New York 10268-0974.
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LEGAL OPINIONS
Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, as
special counsel for the Sponsor has passed upon the legality of the Units
offered by this Prospectus.
CODE OF ETHICS
The Sponsor has adopted a code of ethics requiring reporting of personal
securities transactions by its employees with access to information on Trust
portfolio transactions. The goal of the code is to prevent fraud, deception or
misconduct against the Trust and to provide reasonable standards of conduct.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, certified public accountants, has audited the
Statement of Financial Condition of this series of the Morgan Stanley Dean
Witter Select Equity Trust included in this Prospectus. Deloitte & Touche LLP
has provided a report as set forth in this Prospectus. The Statement is included
in reliance upon that report given upon the authority of that firm as experts in
accounting and auditing.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS NOT CONTAINED IN THIS DOCUMENT. THE REGISTRATION
STATEMENT FOR THE TRUST AND ITS EXHIBITS, WHICH HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933
(FILE NO. 333-30444) AND THE INVESTMENT COMPANY ACT OF
1940,(FILE NO. 811-5065), CONTAIN INFORMATION THAT IS NOT CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO
WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
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<S> <C>
PART A
Summary of Essential Information...................................... i
Independent Auditors' Report.......................................... x
Statement of Financial Condition...................................... xi
Schedule of Portfolio Securities...................................... xiii
PART B
Introduction.......................................................... 1
The Trust............................................................. 1
Objectives and Securities Selection............................... 1
Summary Description of the Portfolio.............................. 1
Risk Factors...................................................... 2
Unit Creation--Deposit of Securities.................................. 7
Tax Status of the Trust............................................... 9
Retirement Plans...................................................... 10
Public Offering of Units.............................................. 11
Public Offering Price............................................. 11
Sales Charge...................................................... 11
Public Distribution............................................... 12
Secondary Market.................................................. 12
Profit of Sponsor................................................. 13
Volume Discount................................................... 13
Redemption............................................................ 14
Right of Redemption............................................... 14
Redemption Procedures............................................. 14
Computation of Redemption Price................................... 16
Postponement of Redemption........................................ 17
Exchange Option....................................................... 17
Reinvestment Program.................................................. 19
Rights of Unit Holders................................................ 19
Unit Holders...................................................... 19
Certain Limitations............................................... 19
Expenses and Charges.................................................. 20
Organization Costs................................................ 20
Trust Fees and Expenses........................................... 20
Other Charges..................................................... 21
Payment........................................................... 21
Administration of the Trust........................................... 21
Records and Accounts.............................................. 21
Distribution...................................................... 22
Portfolio Supervision............................................. 22
Voting of the Portfolio Securities................................ 24
Reports to Unit Holders........................................... 24
Amendment......................................................... 24
Termination....................................................... 25
Resignation, Removal and Liability.................................... 27
Regarding the Trustee............................................. 27
Regarding the Sponsor............................................. 28
Miscellaneous......................................................... 28
Sponsor........................................................... 28
Trustee........................................................... 28
Legal Opinions.................................................... 29
Independent Auditors.................................................. 29
</TABLE>
37621
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
MORGAN STANLEY
HIGH-TECHNOLOGY
35 INDEX-SM- PORTFOLIO
2000-2
- ------------------------
(A Unit Investment Trust)
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
This prospectus may be used as a preliminary prospectus for a future series,
such as when Units of this Trust are no longer available, or for investors who
will reinvest into subsequent series of the Trust. In such cases, investors
should note that:
The information in this prospectus is not complete and may be changed. A
registration statement relating to securities of a future series has been filed
with the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
MORGAN STANLEY DEAN WITTER IS A SERVICE MARK OF MORGAN STANLEY DEAN WITTER &
CO.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the
following documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Ex-
hibit 5)
. Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated Septem-
ber 30, 1993.
*EX-4.15 Amendment to Exhibit 4.1, dated December 30,
1997.
**EX-4.2 Reference Trust Agreement, dated March 20,
2000.
**EX-5 Opinion of counsel as to the legality of the
securities being registered.
**EX-23.1 Consent of Independent Auditors.
**EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
***EX-24 Powers of Attorney executed by a majority of
the Board of Directors of Dean Witter Reynolds
<PAGE>
Inc.
****EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated by
reference to Schedules A and D of Form BD filed
by Dean Witter Reynolds Inc. pursuant to Rule
15b1-1 and 15b3-1 under the Securities Exchange
Act of 1934 (1934 Act File No. 8-14172).
_________________________
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley
Dean Witter Select Equity Trust Select 10 Industrial
Portfolio 2000-2, Registration No. 333-96225 and as an
exhibit to Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 98-1, Registration No. 333-41785.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley
Dean Witter Select Equity Trust Select 5 Industrial
Portfolio 2000-2, Registration No. 333-96215.
<PAGE>
SIGNATURES
The Registrant, Morgan Stanley Dean Witter Select Eq-
uity Trust Morgan Stanley High-Technology 35 Index Portfolio
2000-2, hereby identifies the Dean Witter Select Equity Trust,
Morgan Stanley High-Technology 35 Index Trust Series 1 for pur-
poses of the representations required by Rule 487 and repre-
sents the following:
1) That the portfolio securities deposited in the series
with respect to which this registration statement is
being filed do not differ materially in type or qual-
ity from those deposited in such previous series;
2) That, except to the extent necessary to identify the
specific portfolio securities deposited in, and to
provide essential financial information for, the se-
ries with respect to the securities of which this
registration statement is being filed, this registra-
tion statement does not contain disclosures that dif-
fer in any material respect from those contained in
the registration statement for such previous series
as to which the effective date was determined by the
Commission or the staff; and
3) That it has complied with Rule 460 under the Securi-
ties Act of 1933.
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust Morgan Stanley High-Technology 35 Index Portfolio 2000-2
has duly caused this Amendment No. 1 to the Registration State-
ment to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of New York and State of New
York on the 20th day of March, 2000.
<PAGE>
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35
INDEX PORTFOLIO 2000-2
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has
been signed on behalf of Dean Witter Reynolds Inc., the Deposi-
tor, by the following person in the following capacities and by
the following persons who constitute a majority of the Deposi-
tor's Board of Directors in the City of New York, and State of
New York, on this 20th day of March, 2000.
NAME OFFICE
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director )
Bruce F. Alonso Director
Richard M. DeMartini Director
Raymond J. Drop Director
James F. Higgins Director
John J. Mack Director
Mitchell M. Merin Director
Stephen R. Miller Director
John H. Schaefer Director
Thomas C. Schneider Director
Alan A. Schroder Director
Robert G. Scott Director
By: /s/Thomas Hines
Thomas Hines
Attorney-in-fact*
____________________
* Executed copies of the Powers of Attorney of the Board Members listed
above are filed herewith or have been filed with the Securities and
Exchange Commission in connection with Amendment No. 1 to the
Registration Statement on Form S-6 for Dean Witter Select Equity,
Select 10 Industrial Portfolio 97-1, File No. 333-16839, Amendment No.
1 to the Registration State-ment on Form S-6 for Dean Witter Select
Equity Trust, Select 10 Industrial Portfolio 96-4, File No. 333-10499,
the Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 International Series 95-1, File No. 33-56389,
Post-Effective Amendment No. 1 to Form S-6 for Morgan Stanley Dean
Witter Select Equity Trust, Select 10 Industrial Portfolio 99-4, File
No. 333-79905 and Amendment No. 1 to the Registration Statement on Form
S-6 for Morgan Stanley Dean Witter Select Equity Trust Morgan Stanley
High-Technology 35 Index Portfolio 2000-1, File No. 333-91713.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Title of Document
- ----------- -----------------
****EX-3(i) Certificate of Incorporation of Dean
Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
*EX-4.15 Amendment to Exhibit 4.1, dated Decem-
ber 30, 1997.
**EX-4.2 Reference Trust Agreement, dated
March 20, 2000.
**EX-5 Opinion of counsel as to the legality
of the securities being registered.
**EX-23.1 Consent of Independent Auditors.
**EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
***EX-24 Powers of Attorney executed by a major-
ity of the Board of Directors of Dean
Witter Reynolds Inc.
****EX-99 Information as to Officers and Direc-
tors of Dean Witter Reynolds Inc. is
incorporated by reference to Schedules
A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rule 15b1-1
and 15b3-1 under the Securities Ex-
change Act of 1934 (1934 Act File No.
8-14172).
_________________________
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley
Dean Witter Select Equity Trust Select 10 Industrial
Portfolio 2000-2, Registration No. 333-96225 and as an
exhibit
<PAGE>
to Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 98-1, Registration No. 333-41785.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley
Dean Witter Select Equity Trust Select 5 Industrial
Portfolio 2000-2, Registration No. 333-96215.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated March 20,
2000 between DEAN WITTER REYNOLDS INC., as Depositor, and The
Bank of New York, as Trustee, sets forth certain provisions in
full and incorporates other provisions by reference to the
document entitled "Morgan Stanley Dean Witter Select Equity
Trust, Trust Indenture and Agreement" (the "Basic Agreement")
dated September 30, 1993 as amended on December 30, 1997. Such
provisions as are incorporated by reference constitute a single
instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee
agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be
a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this in-
strument except that the Basic Agreement is hereby amended as
follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of
such Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Securities within
the 90-day period following the first deposit of Securi-
ties in the Trust, shall be distributed to Unit Holders on
the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee deter-
mine".
<PAGE>
-2-
B. Section 2.03 is amended to add the following to
the end of the first paragraph thereof. The number of
Units may be increased through a split of the Units of de-
creased through a reverse split thereof, as directed by
the Depositor, which revised number of Units shall be re-
corded by Trustee on its books.
C. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with instruc-
tions to the Trustee to purchase one or more Additional
Securities which cash (or cash in an amount equal to the
face amount of the letter of credit), to the extent not
used by the Trustee to purchase such Additional Securities
within the 90-day period following the first deposit of
Securities in the Trust, shall be distributed to Unit
Holders on the Distribution Date next following such 90-
day period or such earlier date as the Depositor and the
Trustee determine".
D. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to substi-
tute the following language:
Section 3.01. INITIAL COST The costs of organ-
izing the Trust and sale of the Trust Units shall, to
the extent of the expenses reimbursable to the De-
positor provided below, be borne by the Unit Holders,
PROVIDED, HOWEVER, that, to the extent all of such
costs are not borne by Unit Holders, the amount of
such costs not borne by Unit Holders shall be borne
by the Depositor and, PROVIDED FURTHER, however, that
the liability on the part of the Depositor under this
section shall not include any fees or other expenses
incurred in connection with the administration of the
Trust subsequent to the deposit referred to in Sec-
tion 2.01. Upon notification from the Depositor that
the primary offering period is concluded, the Trustee
shall withdraw from the Account or Accounts specified
in the Prospectus or, if no Account is therein speci-
fied, from the Principal Account, and pay to the De-
positor the Depositor's reimbursable expenses of or-
ganizing the Trust and sale of the Trust Units in an
amount certified to the Trustee by the Depositor. If
the balance of the Principal Account is insufficient
to make such withdrawal, the Trustee shall, as di-
<PAGE>
-3-
rected by the Depositor, sell Securities identified
by the Depositor, or distribute to the Depositor Se-
curities having a value, as determined under Section
4.01 as of the date of distribution, sufficient for
such reimbursement. The reimbursement provided for
in this section shall be for the account of the Uni-
tholders of record at the conclusion of the primary
offering period and shall not be reflected in the
computation of the Unit Value prior thereto. As used
herein, the Depositor's reimbursable expenses of or-
ganizing the Trust and sale of the Trust Units shall
include the cost of the initial preparation and type-
setting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture,
and other documents relating to the Trust, SEC and
state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the
Trust, the initial fees and expenses of the Trustee,
and legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred in
the printing of preliminary prospectuses and prospec-
tuses, expenses incurred in the preparation and
printing of brochures and other advertising materials
and any other selling expenses. Any cash which the
Depositor has identified as to be used for reimburse-
ment of expenses pursuant to this Section shall be
reserved by the Trustee for such purpose and shall
not be subject to distribution or, unless the Deposi-
tor otherwise directs, used for payment of redemp-
tions in excess of the per-Unit amount allocable to
Units tendered for redemption.
E. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sen-
tence thereof: "Depositor may direct the Trustee to invest
the proceeds of any sale of Securities not required for
the redemption of Units in eligible money market instru-
ments selected by the Depositor which will include only
negotiable certificates of deposit or time deposits of do-
mestic banks which are members of the Federal Deposit In-
surance Corporation and which have, together with their
branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time depos-
its of smaller domestic banks may be held provided the de-
posit does not exceed the insurance coverage on the in-
strument (which currently is $100,000), and provided fur-
ther that the Trust's aggregate holding of certificates of
deposit or time deposits issued by the Trustee may not ex-
<PAGE>
-4-
ceed the insurance coverage of such obligations and U.S.
Treasury notes or bills (which shall be held until the ma-
turity thereof) each of which matures prior to the ear-
lier of the next following Distribution Date or 90 days
after receipt, the principal thereof and interest thereon
(to the extent such interest is not used to pay Trust ex-
penses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date."
F. The first sentence of each of Sections 3.10,
3.11 and 3.12 is amended to insert the following language
at the beginning of such sentence, "Except as otherwise
provided in Section 3.13,".
G. The following new Section 3.13 is added
Section 3.13. EXTRAORDINARY EVENT-SECURITY RE-
TENTION AND VOTING. In the event the Trustee is no-
tified of any action to be taken or proposed to be
taken by holders of the securities held by the Trust
in connection with any proposed merger, reorganiza-
tion, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
shall take such action or refrain from taking any ac-
tion, as appropriate, so as to insure that the secu-
rities are voted as closely as possible in the same
manner and in the same general proportion as are the
securities held by owners other than the Trust. If
stock or securities are received by the Trustee, with
or without cash, as a result of any merger, reorgani-
zation, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
at the direction of the Depositor may retain such
stock or securities in the Trust. Neither the De-
positor nor the Trustee shall be liable to any person
for any action or failure to take action with respect
to this section.
H. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the pro-
visions of Section 3.14 hereof, as set forth in the pro-
spectus for a Trust. Definitions following this defini-
tion (9) shall be renumbered.
I. Section 3.05 is hereby amended to add the fol-
lowing paragraph after the end thereof: On each Deferred
Sales Charge payment date set forth in the prospectus for
<PAGE>
-5-
a Trust, the Trustee shall pay the account created pursu-
ant to Section 3.14 the amount of the Deferred Sales
Charge payable on each such date as stated in the pro-
spectus for a Trust. Such amount shall be withdrawn from
the Principal Account from the amounts therein designated
for such purpose.
J. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
K. Section 3.08 shall be amended by adding the fol-
lowing at the end thereof: "In order to pay the Deferred
Sales Charge, the Trustee shall sell or liquidate an
amount of Securities at such time and from time to time
and in such manner as the Depositor shall direct such that
the proceeds of such sale or liquidation shall equal the
amount required to be paid to the Depositor pursuant to
the Deferred Sales Charge program as set forth in the pro-
spectus for a Trust.
L. Section 3.14 shall be added as follows:
Section 3.14. Deferred Sales Charge. If the
prospectus for a Trust specifies a Deferred Sales
Charge, the Trustee shall, on the dates specified in
and as permitted by the prospectus, withdraw from the
Income Account if such account is designated in the
prospectus as the source of the payments of the De-
ferred Sales Charge, or to the extent funds are not
available in that account or if such account is not
so designated, from the Principal Account, an amount
per Unit specified in the prospectus and credit such
amount to a special, non-Trust account maintained at
the Trustee out of which the Deferred Sales Charge
will be distributed to the Depositor. If the Income
Account is not designated as the source of the De-
ferred Sales Charge payment or if the balances in the
Income and Principal Accounts are insufficient to
make any such withdrawal, the Trustee shall, as di-
rected by the Depositor, either advance funds, if so
agreed to by the Trustee, in an amount equal to the
proposed withdrawal and be entitled to reimbursement
of such advance upon the deposit of additional monies
in the Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such
special Depositor's account or credit Securities in
kind to such special Depositor's Account. Such di-
rections shall identify the Securities, if any, to be
<PAGE>
-6-
sold or distributed in kind and shall contain, if the
Trustee is directed by the Depositor to sell a Secu-
rity, instructions as to execution of such sales. If
a Unit Holder redeems Units prior to full payment of
the Deferred Sales Charge, the Trustee shall, if so
provided in the prospectus, on the Redemption Date,
withhold from the Redemption Price payment to such
Unit Holder an amount equal to the unpaid portion of
the Deferred Sales Charge and distribute such amount
to such special Depositor's account or, if the De-
positor shall purchase such Unit pursuant to the
terms of Section 5.02 hereof, the Depositor shall pay
the Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor
may at any time instruct the Trustee to distribute to
the Depositor cash or Securities previously credited
to the special Depositor's account.
M. Reference to "Dean Witter Select Equity Trust"
is replaced by "Morgan Stanley Dean Witter Select Equity
Trust".
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Morgan Stanley Dean
Witter Select Equity Trust Morgan Stanley High-Technology 35
Index Portfolio 2000-2 (the "High-Tech Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 24,880 for the
High-Tech Trust.
E. A Unit is hereby declared initially equal to
1/24,880th for the High-Tech Trust.
<PAGE>
-7-
F. The term "In-Kind Distribution Date" shall mean
May 24, 2001.
G. The term "Record Dates" shall mean October 1, 2000,
and June 22, 2001 and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean October 15,
2000, and on or about June 29, 2001 and such other date as the
Depositor may direct.
I. The term "Termination Date" shall mean
June 22, 2001.
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section
6.04 of the Indenture shall be $0.72 per 100 Units.
L. For a Unit Holder to receive an "in-kind" dis-
tribution during the life of the Trust, such Unit Holder must
tender at least 25,000 Units for redemption. There is no mini-
mum amount of Units that a Unit Holder must tender in order to
receive an "in-kind" distribution on the In-Kind Date or in
connection with a rollover.
M. The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not exceed 20 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
<PAGE>
-8-
The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
March 20, 2000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology
35 Index Portfolio 2000-2
-----------------------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor
of the Morgan Stanley Dean Witter Select Equity Trust Morgan
Stanley High-Technology 35 Index Portfolio 2000-2 (the
"Trust"), in connection with the issuance under the Trust In-
denture and Agreement, dated September 30, 1993, and the re-
lated Reference Trust Agreement, dated March 20, 2000 (such
Trust Indenture and Agreement and Reference Trust Agreement
collectively referred to as the "Indenture"), between you, as
Depositor, and The Bank of New York, as Trustee, of units of
fractional undivided interest in said Trust (the "Units") com-
prising the Units of Morgan Stanley Dean Witter Select Equity
Trust Morgan Stanley High-Technology 35 Index Portfolio 2000-2.
In rendering our opinion expressed below, we have relied in
part upon the opinions and representations of your officers and
upon opinions of counsel to Dean Witter Reynolds Inc.
<PAGE>
-2-
Based upon the foregoing, we advise you that, in our
opinion, when the Indenture has been duly executed and deliv-
ered on behalf of the Depositor and the Trustee and when the
Receipt for Units evidencing the Units has been duly executed
and delivered by the Trustee to the Depositor in accordance
with the Indenture, the Units will be legally issued, fully
paid and nonassessable by the Trust, and will constitute valid
and binding obligations of the Trust and the Depositor in ac-
cordance with their terms, except that enforceability of cer-
tain provisions thereof may be limited by applicable bank-
ruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors generally and by general equitable
principles.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-30444) re-
lating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and the related Prospectus. Our consent to such ref-
erence does not constitute a consent under Section 7 of the Se-
curities Act, as in consenting to such reference we have not
certified any part of the Registration Statement and do not
otherwise come within the categories of persons whose consent
is required under said Section 7 or under the rules and regula-
tions of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report dated March
20, 2000, accompanying the financial statement of the Morgan
Stanley Dean Witter Select Equity Trust Morgan Stanley High-
Technology 35 Index Portfolio 2000-2 (Registration Statement
No. 333-30444), included herein and to the reference to our
Firm as experts under the heading "Independent Auditors" in the
Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
March 20, 2000
